Intellectual Property Rights. 10.1 The Disclosure Documents include complete, accurate and current details of: (a) all Owned Business IPR which are registered (including applications for registration); (b) all Owned Business IPR which are unregistered; (c) all Licensed Business IPR and licences, agreements and permissions relating to the Licensed Business IPR; and (d) all Licensed Out IPR and all licences, agreements and permissions relating thereto. 10.2 All: (a) Business IPR is either legally and beneficially owned solely by a Target Group Company or lawfully used with the consent of the owner under a written licence (details of which are set out in Disclosure Documents); (b) Owned Business IPR is not subject to any Encumbrance or any licence or authority in favour of another; (c) Material Owned Business IPR are valid, subsisting and enforceable and nothing has been done, or not been done, as a result of which any of them has ceased or might cease to be valid, subsisting or enforceable and all renewal fees which are due and steps which are required for the maintenance and protection of all Material Owned Business IPR that is registered have been paid and taken; (d) Material Owned Business IPR that is capable of registration and that a prudent businessman would have registered has been registered by a Target Group Company; (e) licences relating to the Licensed Business IPR and Licensed Out IPR are in full force and effect, valid and binding, have been validly recorded or registered (where required), have been complied with in all material respects and no notice or intention to terminate those licences has been given, and no claims have been made and no applications are pending which if pursued or granted might be material to the accuracy of any of the above part of this warranty. 10.3 The Target Group does not require any Intellectual Property Rights in order to carry on its business as conducted in the 12 months prior to the date of this deed other than those rights which it is currently able to exercise, without restriction, in relation to the Intellectual Property Rights which it owns and which it is currently licensed under the licences of Licensed Business IPR detailed in the Disclosure Documents. 10.4 The Target Group is entitled to use all Licensed Business IPR under licence for all purposes necessary to carry on its business. 10.5 Other than pursuant to the licences of Licensed Out IPR, no Target Group Company has granted and is not obliged to grant any licence, sub-licence, Encumbrance or assignment in respect of any of the Owned Business IPR or the Licensed Business IPR. 10.6 All confidential information (including know-how and trade secrets) owned or used by the Target Group has been kept confidential and has not been disclosed to third parties (other than parties who have signed written confidentiality undertakings in respect of such information, details of which are set out in the Disclosure Letter). 10.7 No Target Group Company has in the past three (3) years received written notice or otherwise become aware (and no person has otherwise threatened or otherwise asserted any claim) of any person: (a) asserting that the use of any Business IPR by, or the activities of, a member of the Target Group infringed, misappropriated or otherwise violated the Intellectual Property Rights or other rights of any third party, or (b) challenging the ownership, use, validity, enforceability or registrability of any Owned Business IPR, or (c) making any unauthorised use of or infringing any Business IPR, or breaching confidence, passing off or doing any actionable act of unfair competition in relation to the business or assets of any Target Group Company. 10.8 So far as each Management Warrantor is aware, none of the activities of, or processes employed, or products, software or services dealt in, by the Target Group infringe the rights of any third party or breach confidence, nor make a Target Group Company liable to pay a fee or royalty. 10.9 All Business IPR will be available for use by the Target Group immediately following Closing (and thereafter) on substantially the same basis and at no greater cost as they were made available immediately prior to Closing.
Appears in 1 contract
Sources: Warranty Deed (Broadridge Financial Solutions, Inc.)
Intellectual Property Rights. 10.1 Parent owns, or is licensed or otherwise has the valid rights to use, all Intellectual Property used in the conduct of its business. The Parent Disclosure Documents include complete, Schedule contains an accurate and current details of:
complete list of all material (ai) Intellectual Property owned by the Parent, (ii) Intellectual Property licensed to Parent, including a list of all Owned Business IPR which are registered agreements related thereto, (iii) licenses granted by Parent to others to use Parent's Intellectual Property, including applications for registration);
a list of all agreements related thereto (b) all Owned Business IPR which are unregistered;
(c) all Licensed Business IPR and licences, agreements and permissions relating to the Licensed Business IPR; and
(d) all Licensed Out IPR and all licences, agreements and permissions relating thereto.
10.2 All:
(a) Business IPR is either legally and beneficially owned solely by a Target Group Company in each case excluding licenses available in consumer retail stores or lawfully used with the consent of the owner under a written licence (details of which are set out in Disclosure Documents);
(b) Owned Business IPR is not subject to any Encumbrance or any licence or authority "shrink-wrap" license agreements) (collectively, the "PARENT INTELLECTUAL PROPERTY"). Parent owns all right, title and interest in favour of another;
(c) Material Owned Business IPR are valid, subsisting and enforceable and nothing has been done, or not been done, as a result of which any of them has ceased or might cease to be valid, subsisting or enforceable and all renewal fees which are due and steps which are required for the maintenance and protection of all Material Owned Business IPR that is registered have been paid and taken;
(d) Material Owned Business IPR that is capable of registration and that a prudent businessman would have registered has been registered by a Target Group Company;
(e) licences relating to the Licensed Business IPR and Licensed Out IPR are in full force and effect, valid and binding, have been validly recorded or registered (where required), have been complied with in all material respects and no notice or intention to terminate those licences has been given, and no claims have been made and no applications are pending which if pursued or granted might be material to the accuracy of any of the above part of this warranty.
10.3 The Target Group does not require any Intellectual Property Rights in order to carry on its business as conducted in the 12 months prior to the date of this deed other than those rights which it is currently able to exercise, without restriction, in relation to the Intellectual Property Rights which it owns owned by it, free and which it is currently licensed under clear of any liens or encumbrances. Parent has the licences of Licensed Business IPR detailed in the Disclosure Documents.
10.4 The Target Group is entitled sole and exclusive right to use all Licensed Business IPR under licence for all purposes necessary the Parent Intellectual Property licensed to carry on its business.
10.5 Other than pursuant it, and the consummation of the transaction contemplated hereby will not alter or impair any such rights. No claims have been asserted by any person challenging or questioning the validity or effectiveness of any licenses or agreements related to the licences of Licensed Out IPR, no Target Group Company has granted and is not obliged to grant any licence, sub-licence, Encumbrance or assignment in respect of any of the Owned Business IPR or the Licensed Business IPR.
10.6 All confidential information (including know-how and trade secrets) owned or used by the Target Group has been kept confidential and has not been disclosed to third parties (other than parties who have signed written confidentiality undertakings in respect of such information, details of which are set out in the Disclosure Letter).
10.7 No Target Group Company has in the past three (3) years received written notice or otherwise become aware (and no person has otherwise threatened or otherwise asserted any claim) of any person:
(a) asserting that the use of any Business IPR Intellectual Property licensed by, or licensed to, Parent, and to the activities ofknowledge of Parent, a member there is no valid basis for any such claim. To the knowledge of Parent, the Target Group infringed, misappropriated or otherwise violated the use by Parent of any Intellectual Property Rights owned or other rights of any third party, or
(b) challenging the ownership, use, validity, enforceability licensed to it does not violate or registrability of any Owned Business IPR, or
(c) making any unauthorised use of or infringing any Business IPR, or breaching confidence, passing off or doing any actionable act of unfair competition in relation to the business or assets of any Target Group Company.
10.8 So far as each Management Warrantor is aware, none of the activities of, or processes employed, or products, software or services dealt in, by the Target Group infringe the rights of any third party person. To the knowledge of Parent, neither Parent nor any other person is in default under any license or breach confidenceother agreement relating to any Parent Intellectual Property, nor make a Target Group Company liable and all such licenses and agreements are valid, in full force and effect and enforceable. Parent has taken reasonable steps to pay a fee safeguard and maintain the secrecy and confidentiality of, and its proprietary rights in, the Parent Intellectual Property. No present or royaltyformer employee or consultant of Parent owns or has any proprietary, financial or other interest, direct or indirect (other than through ownership of Parent Common Stock), in whole or in part, in any Parent Intellectual Property.
10.9 All Business IPR will be available for use by the Target Group immediately following Closing (and thereafter) on substantially the same basis and at no greater cost as they were made available immediately prior to Closing.
Appears in 1 contract
Sources: Merger Agreement (Kiwa Bio-Tech Products Group Corp)
Intellectual Property Rights. 10.1 The Disclosure Documents include complete, accurate So far as the Vendor is aware all the material Intellectual Property Rights used or required by WCEH for its business and current details of:
(a) all Owned Business IPR which are registered (including applications for registration);
(b) all Owned Business IPR which are unregistered;
(c) all Licensed Business IPR and licences, agreements and permissions relating to the Licensed Business IPR; and
(d) all Licensed Out IPR and all licences, agreements and permissions relating thereto.
10.2 All:
(a) Business IPR is either legally and beneficially owned solely by a Target Group Company or lawfully used with the consent running of the owner under a written licence (details of which are set out in Disclosure Documents);
(b) Owned Business IPR is not subject to any Encumbrance or any licence or authority in favour of another;
(c) Material Owned Business IPR their networks are valid, subsisting and enforceable and nothing has been doneenforceable, or not been done, as a result of which any of them has ceased or might cease to be valid, subsisting or enforceable and all renewal fees which are due and steps which are required for the maintenance and protection of all Material Owned Business IPR that is registered have been paid and taken;
(d) Material Owned Business IPR that is capable of registration and that a prudent businessman would have registered has been registered by a Target Group Company;
(e) licences relating to the Licensed Business IPR and Licensed Out IPR are in full force and effect, valid and binding, have been validly recorded or registered (where required)so far as is capable of registration) in the sole name of WCEH, have been complied with not subject to renewal or re-registration within two years of the date hereof, are each in all material respects the sole and no notice exclusive legal and beneficial ownership of WCEH without the requirement for any licence, consent or intention permission from or payment to terminate those licences has been givenany person, and no claims have been made and no applications are pending which if pursued or granted might be material to the accuracy each individually transferable by WCEH free from any Encumbrance of any kind and there are no defects in WCEH's title to any of the above part of this warrantythem.
10.3 The Target Group does 10.2 So far as the Vendor is aware WCEH has not require granted any licences or assignments under or in respect of any Intellectual Property Rights or disclosed or provided to any person (other than employee under enforceable obligations of confidence) any confidential or secret material in order which any Intellectual Property Right exists, including without limitation, know-how, trade secrets, technical assistance, confidential information or lists of customers or suppliers and is not obliged so to grant or disclose any of the same.
10.3 So far as the Vendor is aware WCEH is entitled to carry on its business as conducted in the 12 months prior ordinary and usual course as at present carried on and does not thereby infringe any Intellectual Property Rights of any third party nor is it liable to pay any commission, royalty or like fee or obtain any consent or licence.
10.4 So far as the date Vendor is aware all fees for the grant or renewal of this deed other than those rights which it is currently able to exercise, without restriction, in relation to the Intellectual Property Rights which it owns and which it is currently licensed under the licences of Licensed Business IPR detailed in the Disclosure Documents.
10.4 The Target Group is entitled to use all Licensed Business IPR under licence for all purposes necessary to carry on its business.
10.5 Other than pursuant to the licences of Licensed Out IPR, no Target Group Company has granted and is not obliged to grant any licence, sub-licence, Encumbrance or assignment in respect of any of the Owned Business IPR or the Licensed Business IPR.
10.6 All confidential information (including know-how and trade secrets) owned or used by the Target Group has WCEH have been kept confidential and has not been disclosed to third parties (other than parties who have signed written confidentiality undertakings in respect of such information, details of which are set out in the Disclosure Letter).
10.7 No Target Group Company has in the past three (3) years received written notice or otherwise become aware (paid promptly and no person has otherwise threatened circumstances exist which might lead to the cancellation, forfeiture or otherwise asserted any claim) modification of any person:
(a) asserting that the use of any Business IPR by, or the activities of, a member of the Target Group infringed, misappropriated or otherwise violated the Intellectual Property Rights owned or other rights of any third party, or
(b) challenging used by WCEH or to the ownership, use, validity, enforceability or registrability of any Owned Business IPR, or
(c) making any unauthorised use termination of or infringing any Business IPR, or breaching confidence, passing off or doing claim for damages under any actionable act licence of unfair competition in relation Intellectual Property Rights to the business or assets of any Target Group CompanyWCEH.
10.8 So far as each Management Warrantor is aware, none of the activities of, or processes employed, or products, software or services dealt in, by the Target Group infringe the rights of any third party or breach confidence, nor make a Target Group Company liable to pay a fee or royalty.
10.9 All Business IPR will be available for use by the Target Group immediately following Closing (and thereafter) on substantially the same basis and at no greater cost as they were made available immediately prior to Closing.
Appears in 1 contract
Sources: Agreement for the Sale and Purchase of Share Capital and Assets (Worldport Communications Inc)
Intellectual Property Rights. 10.1 (i) The Disclosure Documents include complete, attached Intellectual Property Schedule contains a complete and accurate and current details of:
list of all (a) all Owned Business IPR which are patented or registered (including applications for registration);
Intellectual Property Rights owned or used by the Company, (b) all Owned Business IPR which are unregistered;
pending patent applications and applications for registrations of other Intellectual Property Rights filed by the Company, (c) all Licensed Business IPR unregistered trade names and licences, agreements corporate names owned or used by the Company and permissions relating to the Licensed Business IPR; and
(d) unregistered trademarks, service marks, copyrights, mask works and computer software owned or used by the Company. The Intellectual Property Schedule also contains a complete and accurate list of all Licensed Out IPR licenses and all licences, agreements and permissions relating thereto.
10.2 All:
(a) Business IPR is either legally and beneficially owned solely other rights granted by a Target Group the Company or lawfully used with the consent of the owner under a written licence (details of which are set out in Disclosure Documents);
(b) Owned Business IPR is not subject to any Encumbrance or any licence or authority in favour of another;
(c) Material Owned Business IPR are valid, subsisting and enforceable and nothing has been done, or not been done, as a result of which any of them has ceased or might cease third party with respect to be valid, subsisting or enforceable and all renewal fees which are due and steps which are required for the maintenance and protection of all Material Owned Business IPR that is registered have been paid and taken;
(d) Material Owned Business IPR that is capable of registration and that a prudent businessman would have registered has been registered by a Target Group Company;
(e) licences relating to the Licensed Business IPR and Licensed Out IPR are in full force and effect, valid and binding, have been validly recorded or registered (where required), have been complied with in all material respects and no notice or intention to terminate those licences has been given, and no claims have been made and no applications are pending which if pursued or granted might be material to the accuracy of any of the above part of this warranty.
10.3 The Target Group does not require any Intellectual Property Rights and all licenses and other rights granted by any third party to the Company with respect to any Intellectual Property Rights, in order each case identifying the subject Intellectual Property Rights. Except as set forth on the Intellectual Property Schedule, the Company owns all right, title and interest to, or has the right to carry on use pursuant to a valid license, all Intellectual Property Rights necessary for the operation of its business as presently conducted in and as presently proposed to be conducted, free and clear of all Liens. Except as set forth on the 12 months prior Intellectual Property Schedule, the loss or expiration of any Intellectual Property Right or related group of Intellectual Property Rights owned or used by the Company has not had and would not reasonably be expected to have a material adverse effect on the date conduct of this deed other than those rights which it the Company's business, and no such loss or expiration is currently able threatened, pending or reasonably foreseeable. The Company has taken all necessary and desirable actions to exercise, without restriction, in relation to maintain and protect the Intellectual Property Rights which it owns owns. To the best of the Company's knowledge, the owners of any Intellectual Property Rights licensed to the Company have taken all necessary and desirable actions to maintain and protect the Intellectual Property Rights which it is currently licensed under the licences of Licensed Business IPR detailed in the Disclosure Documentsare subject to such licenses.
10.4 The Target Group is entitled (ii) Except as set forth on the Intellectual Property Schedule, (a) the Company owns all right, title and interest in and to use all Licensed Business IPR under licence for of the Intellectual Property Rights listed on such Schedule, free and clear of all purposes necessary to carry on its business.
10.5 Other than pursuant Liens, (b) there have been no claims made against the Company asserting the invalidity, misuse or unenforceability of any of such Intellectual Property Rights, and, to the licences best of Licensed Out IPRthe Company's knowledge, there are no Target Group grounds for the same, (c) the Company has granted not received any notices of, and is not obliged to grant any licence, sub-licence, Encumbrance or assignment in respect aware of any of the Owned Business IPR facts which indicate a likelihood of, any infringement or the Licensed Business IPR.
10.6 All confidential information (including know-how and trade secrets) owned or used by the Target Group has been kept confidential and has not been disclosed to third parties (other than parties who have signed written confidentiality undertakings in respect of such information, details of which are set out in the Disclosure Letter).
10.7 No Target Group Company has in the past three (3) years received written notice or otherwise become aware (and no person has otherwise threatened or otherwise asserted any claim) of any person:
(a) asserting that the use of any Business IPR misappropriation by, or conflict with, any third party with respect to such Intellectual Property Rights (including, without limitation, any demand or request that the activities ofCompany license any rights from a third party), a member (d) the conduct of the Target Group Company's business has not infringed, misappropriated or otherwise violated conflicted with and does not infringe, misappropriate or conflict with any Intellectual Property Rights of other Persons, nor would any future conduct as presently contemplated infringe, misappropriate or conflict with any Intellectual Property Rights of other Persons and (e) to the best of the Company's knowledge, the Intellectual Property Rights owned by or other rights of any third party, or
(b) challenging the ownership, use, validity, enforceability or registrability of any Owned Business IPR, or
(c) making any unauthorised use of or infringing any Business IPR, or breaching confidence, passing off or doing any actionable act of unfair competition in relation licensed to the business Company have not been infringed, misappropriated or assets of any Target Group conflicted by other Persons. The transactions contemplated by this Agreement shall have no material adverse effect on the Company's right, title and interest in and to the Intellectual Property Rights listed on the Intellectual Property Schedule.
10.8 So far as each Management Warrantor is aware, none of the activities of, or processes employed, or products, software or services dealt in, by the Target Group infringe the rights of any third party or breach confidence, nor make a Target Group Company liable to pay a fee or royalty.
10.9 All Business IPR will be available for use by the Target Group immediately following Closing (and thereafter) on substantially the same basis and at no greater cost as they were made available immediately prior to Closing.
Appears in 1 contract
Sources: Series B Preferred Stock Purchase Agreement (Masada Security Holdings Inc)
Intellectual Property Rights. 10.1 The Disclosure Documents include complete5.1 Visit Orlando is and will be the sole and exclusive owner of all right, accurate title, and current details of:
interest throughout the world in and to all the results and proceeds of the Services performed under this Agreement, including but not limited to publicity plans, media pitches, and reports, (acollectively, the “Deliverables”) all Owned Business IPR which are registered (including applications for registration);
(b) all Owned Business IPR which are unregistered;
(c) all Licensed Business IPR and licences, agreements and permissions relating to the Licensed Business IPR; and
(d) all Licensed Out IPR and all licencesother writings, agreements technology, inventions, discoveries, processes, techniques, methods, ideas, concepts, research, proposals, and permissions relating thereto.
10.2 All:
(a) Business IPR is either legally materials, and beneficially owned solely by a Target Group Company all other work product of any nature whatsoever, that are created, prepared, produced, authored, edited, modified, conceived, or lawfully used reduced to practice in the course of performing the Services or other work performed in connection with the consent of Services or this Agreement (collectively, and including the owner under a written licence Deliverables, “Work Product”) including all patents, copyrights, trademarks (details of which are set out together with the goodwill symbolized thereby), trade secrets, know-how, and other confidential or proprietary information, and other intellectual property rights (collectively “Intellectual Property Rights”) therein. You agree that the Work Product is hereby deemed “work made for hire” as defined in Disclosure Documents);
(b) Owned Business IPR is not subject to any Encumbrance or any licence or authority in favour of another;
(c) Material Owned Business IPR are valid, subsisting and enforceable and nothing has been done, or not been done, as a result of which any of them has ceased or might cease to be valid, subsisting or enforceable 17 U.S.C. § 101 for Visit Orlando and all renewal fees which are due copyrights therein automatically and steps which are required immediately vest in Visit Orlando. If, for the maintenance and protection of all Material Owned Business IPR that is registered have been paid and taken;
(d) Material Owned Business IPR that is capable of registration and that a prudent businessman would have registered has been registered by a Target Group Company;
(e) licences relating any reason, any Work Product does not constitute “work made for hire,” you hereby irrevocably assign to the Licensed Business IPR and Licensed Out IPR are in full force and effectVisit Orlando, valid and bindingfor no additional consideration, have been validly recorded or registered (where required)your entire right, have been complied with in all material respects and no notice or intention to terminate those licences has been giventitle, and no claims have been made interest throughout the world in and no applications are pending which if pursued or granted might be material to the accuracy of any of the above part of this warranty.
10.3 The Target Group does not require any such Work Product, including all Intellectual Property Rights therein, including the right to ▇▇▇ for past, present, and future infringement, misappropriation, or dilution thereof.
5.2 To the extent any copyrights are assigned under this Section 5, you hereby irrevocably waive in order to carry on its business as conducted in the 12 months prior favor of Visit Orlando, to the date extent permitted by applicable law, any and all claims you may now or hereafter have in any jurisdiction to all rights of this deed paternity or attribution, integrity, disclosure, and withdrawal and any other than those rights which it is currently able to exercise, without restriction, that may be known as “moral rights” in relation to all Work Product to which the assigned copyrights apply.
5.3 Upon the request of Visit Orlando, during and after the Term, you shall promptly take such further actions, including execution and delivery of all appropriate instruments of conveyance, and provide such further cooperation, as may be necessary to assist Visit Orlando to apply for, prosecute, register, maintain, perfect, record, or enforce its rights in any Work Product and all Intellectual Property Rights which it owns therein. In the event Visit Orlando is unable, after reasonable effort, to obtain your signature on any such documents, you hereby irrevocably designate and which it appoint Visit Orlando as your agent and attorney-in-fact, to act for and on your behalf solely to execute and file any such application or other document and do all other lawfully permitted acts to further the prosecution and issuance of patents, copyrights, or other intellectual property protection related to the Work Product with the same legal force and effect as if you had executed them. You agree that this power of attorney is currently licensed under the licences of Licensed Business IPR detailed in the Disclosure Documentscoupled with an interest.
10.4 The Target Group is entitled 5.4 Notwithstanding Section 5.1, to the extent that any of your pre-existing materials are incorporated in or combined with any Deliverable or otherwise necessary for the use all Licensed Business IPR under licence for all purposes necessary or exploitation of any Work Product, you hereby grant to carry on its businessVisit Orlando an irrevocable, worldwide, perpetual, royalty-free, non- exclusive license to use, publish, reproduce, perform, display, distribute, modify, prepare derivative works based upon, make, have made, sell, offer to sell, import, and otherwise exploit such preexisting materials and derivative works thereof. Visit Orlando may assign, transfer, and sublicense such rights to others without your approval.
10.5 Other than pursuant 5.5 As between you and Visit Orlando, Visit Orlando is, and will remain, the sole and exclusive owner of all right, title, and interest in and to the licences of Licensed Out IPRany documents, no Target Group Company has granted and is not obliged to grant any licencespecifications, sub-licencedata, Encumbrance or assignment in respect of any of the Owned Business IPR or the Licensed Business IPR.
10.6 All confidential information (including know-how how, methodologies, software, and trade secrets) owned or used other materials provided to you by the Target Group has been kept confidential and has not been disclosed to third parties Visit Orlando (other than parties who have signed written confidentiality undertakings in respect of such information“VO Materials”), details of which are set out in the Disclosure Letter).
10.7 No Target Group Company has in the past three (3) years received written notice or otherwise become aware (and no person has otherwise threatened or otherwise asserted any claim) of any person:
(a) asserting that the use of any Business IPR by, or the activities of, a member of the Target Group infringed, misappropriated or otherwise violated the including all Intellectual Property Rights therein. You have no right or license to reproduce or use any VO Materials except solely during the Term to the extent necessary to perform your obligations under this Agreement. All other rights of any third partyin and to the VO Materials are expressly reserved by Visit Orlando. You have no right or license to use Visit Orlando’s trademarks, or
(b) challenging the ownershipservice marks, usetrade names, validitylogos, enforceability or registrability of any Owned Business IPR, or
(c) making any unauthorised use of or infringing any Business IPRsymbols, or breaching confidence, passing off or doing any actionable act of unfair competition in relation to the business or assets of any Target Group Companybrand names.
10.8 So far as 5.6 You shall require each Management Warrantor is aware, none of your employees and contractors to execute written agreements containing obligations of confidentiality and non-use and assignment of inventions and other work product consistent with the activities of, or processes employed, or products, software or services dealt in, by the Target Group infringe the rights provisions of any third party or breach confidence, nor make a Target Group Company liable to pay a fee or royalty.
10.9 All Business IPR will be available for use by the Target Group immediately following Closing (and thereafter) on substantially the same basis and at no greater cost as they were made available immediately this Section 5 prior to Closingsuch employee or contractor providing any Services under this Agreement.
Appears in 1 contract
Sources: Independent Contractor Agreement
Intellectual Property Rights. 10.1 The Disclosure Documents include complete
5.1 Visit Orlando is and will be the sole and exclusive owner of all right, accurate title, and current details of:
(a) interest throughout the world in and to all Owned Business IPR which are registered (the results and proceeds of the Services performed under this Agreement, including applications for registration);
(b) all Owned Business IPR which are unregistered;
(c) all Licensed Business IPR and licences, agreements and permissions relating but not limited to the Licensed Business IPR; and
(d) all Licensed Out IPR and all licences, agreements and permissions relating thereto.
10.2 All:
(a) Business IPR is either legally and beneficially owned solely by a Target Group Company or lawfully used with the consent of the owner under a written licence (details of which are deliverables set out in Disclosure Documents);
Schedule 1 (bcollectively, the “Deliverables”) Owned Business IPR is not subject to and all other writings, technology, inventions, discoveries, processes, techniques, methods, ideas, concepts, research, proposals, and materials, and all other work product of any Encumbrance or any licence or authority in favour of another;
(c) Material Owned Business IPR nature whatsoever, that are validcreated, subsisting and enforceable and nothing has been doneprepared, produced, authored, edited, modified, conceived, or not been donereduced to practice in the course of performing the Services (collectively, and including the Deliverables, “Work Product”) including all patents, copyrights, trademarks (together with the goodwill symbolized thereby), trade secrets, know-how, and other confidential or proprietary information, and other intellectual property rights (collectively “Intellectual Property Rights”) therein. You agree that the Work Product is hereby deemed “work made for hire” as a result of which any of them has ceased or might cease to be valid, subsisting or enforceable defined in 17 U.S.C. § 101 for Visit Orlando and all renewal fees which are due copyrights therein automatically and steps which are required immediately vest in Visit Orlando. If, for the maintenance and protection of all Material Owned Business IPR that is registered have been paid and taken;
(d) Material Owned Business IPR that is capable of registration and that a prudent businessman would have registered has been registered by a Target Group Company;
(e) licences relating any reason, any Work Product does not constitute “work made for hire,” you hereby irrevocably assign to the Licensed Business IPR and Licensed Out IPR are in full force and effectVisit Orlando, valid and bindingfor no additional consideration, have been validly recorded or registered (where required)your entire right, have been complied with in all material respects and no notice or intention to terminate those licences has been giventitle, and no claims have been made interest throughout the world in and no applications are pending which if pursued or granted might be material to the accuracy of any of the above part of this warranty.
10.3 The Target Group does not require any such Work Product, including all Intellectual Property Rights therein, including the right to sue for past, present, and future infringement, misappropriation, or dilution thereof.
5.2 To the extent any copyrights are assigned under this Section 5, you hereby irrevocably waive in order to carry on its business as conducted in the 12 months prior favor of Visit Orlando, to the date extent permitted by applicable law, any and all claims you may now or hereafter have in any jurisdiction to all rights of this deed paternity or attribution, integrity, disclosure, and withdrawal and any other than those rights which it is currently able to exercise, without restriction, that may be known as “moral rights” in relation to all Work Product to which the assigned copyrights apply.
5.3 Upon the request of Visit Orlando, during and after the Term, you shall promptly take such further actions, including execution and delivery of all appropriate instruments of conveyance, and provide such further cooperation, as may be necessary to assist Visit Orlando to apply for, prosecute, register, maintain, perfect, record, or enforce its rights in any Work Product and all Intellectual Property Rights which it owns therein. In the event Visit Orlando is unable, after reasonable effort, to obtain your signature on any such documents, you hereby irrevocably designate and which it appoint Visit Orlando as your agent and attorney-in-fact, to act for and on your behalf solely to execute and file any such application or other document and do all other lawfully permitted acts to further the prosecution and issuance of patents, copyrights, or other intellectual property protection related to the Work Product with the same legal force and effect as if you had executed them. You agree that this power of attorney is currently licensed under the licences of Licensed Business IPR detailed in the Disclosure Documentscoupled with an interest.
10.4 The Target Group is entitled 5.4 Notwithstanding Section 5.1, to the extent that any of your pre-existing materials are incorporated in or combined with any Deliverable or otherwise necessary for the use all Licensed Business IPR under licence for all purposes necessary or exploitation of any Work Product, you hereby grant to carry on its businessVisit Orlando an irrevocable, worldwide, perpetual, royalty-free, non- exclusive license to use, publish, reproduce, perform, display, distribute, modify, prepare derivative works based upon, make, have made, sell, offer to sell, import, and otherwise exploit such preexisting materials and derivative works thereof. Visit Orlando may assign, transfer, and sublicense such rights to others without your approval.
10.5 Other than pursuant 5.5 As between you and Visit Orlando, Visit Orlando is, and will remain, the sole and exclusive owner of all right, title, and interest in and to the licences of Licensed Out IPRany documents, no Target Group Company has granted and is not obliged to grant any licencespecifications, sub-licencedata, Encumbrance or assignment in respect of any of the Owned Business IPR or the Licensed Business IPR.
10.6 All confidential information (including know-how how, methodologies,software, and trade secrets) owned or used other materials provided to you by the Target Group has been kept confidential and has not been disclosed to third parties Visit Orlando (other than parties who have signed written confidentiality undertakings in respect of such information“VO Materials”), details of which are set out in the Disclosure Letter).
10.7 No Target Group Company has in the past three (3) years received written notice or otherwise become aware (and no person has otherwise threatened or otherwise asserted any claim) of any person:
(a) asserting that the use of any Business IPR by, or the activities of, a member of the Target Group infringed, misappropriated or otherwise violated the including all Intellectual Property Rights therein. You have no right or license to reproduce or use any VO Materials except solely during the Term to the extent necessary to perform your obligations under this Agreement. All other rights of any third partyin and to the VO Materials are expressly reserved by Visit Orlando. You have no right or license to use Visit Orlando’s trademarks, or
(b) challenging the ownershipservice marks, usetrade names, validitylogos, enforceability or registrability of any Owned Business IPR, or
(c) making any unauthorised use of or infringing any Business IPRsymbols, or breaching confidence, passing off or doing any actionable act of unfair competition in relation to the business or assets of any Target Group Companybrand names.
10.8 So far as 5.6 You shall require each Management Warrantor is aware, none of your employees and contractors to execute written agreements containing obligations of confidentiality and non-use and assignment of inventions and other work product consistent with the activities of, or processes employed, or products, software or services dealt in, by the Target Group infringe the rights provisions of any third party or breach confidence, nor make a Target Group Company liable to pay a fee or royalty.
10.9 All Business IPR will be available for use by the Target Group immediately following Closing (and thereafter) on substantially the same basis and at no greater cost as they were made available immediately this Section 5 prior to Closingsuch employee or contractor providing any Services under this Agreement.
Appears in 1 contract
Sources: Independent Contractor Agreement
Intellectual Property Rights. 10.1 The Disclosure Documents include complete, accurate and current details of:
(a) The Target Intellectual Property Rights comprise all Owned Business IPR which are registered (including applications the Intellectual Property necessary for registration);the Target to operate its business as it is operated at the date of this agreement.
(b) Without limitation to paragraph (a) above, the trade marks listed in Schedule 4 comprise all Owned Business IPR which are unregistered;the registered and unregistered trade marks necessary for the Target to operate its business as it is operated at the date of this agreement.
(c) all Licensed Business IPR All the Target Intellectual Property Rights are legally and licencesbeneficially owned by the Target, agreements and permissions relating to the Licensed Business IPR; andfree from any Security Interests.
(d) The Target is the sole registered proprietor (or, where relevant, applicant for registration) of all Licensed Out IPR and all licences, agreements and permissions relating theretoRegistered Intellectual Property Rights.
10.2 All:(e) All registrations of Registered Intellectual Property Rights have been properly maintained and are subsisting and have not been surrendered or are currently being prosecuted to grant.
(af) Business IPR All renewal and prosecution fees which have become due for payment (or will become due in the three month period following the date of this agreement) in respect of any Registered Intellectual Property Rights have been paid in time and in full.
(g) The Domain Names are all the internet domain names owned or used by the Target. The Target is either legally and beneficially owned solely by a Target Group Company or lawfully used with the consent sole registered proprietor of all the Domain Names.
(h) None of the owner Registered Intellectual Property Rights or Domain Names are the subject of any pending or threatened proceedings for opposition, cancellation, revocation, rectification, licence of right or relating to title or any similar proceedings anywhere in the world. The Warrantors are not aware of any circumstances which might result in any such proceedings.
(i) There is no fact or matter (including any act or omission of the Target or the Sellers) which might result in any registrations of Registered Intellectual Property Rights or Domain Names, either in whole or in part, being revoked, invalidated or rendered unenforceable or, in the case of applications for registration, which might prejudice the prospects of registration.
(j) The Target is entitled to use under a written licence all Third Party Intellectual Property Rights for all purposes necessary to conduct its business.
(details k) Details of which all IP Licences are set out in the Disclosure Documents);Letter.
(bl) Owned Business IPR is not subject to any Encumbrance or any licence or authority in favour of another;
(c) Material Owned Business IPR All IP Licences are valid, subsisting valid and enforceable binding and nothing has been done, or not been done, as a result of which any of them has ceased or might cease to be valid, subsisting or enforceable and all renewal fees which are due and steps which are required for the maintenance and protection of all Material Owned Business IPR that is registered have been paid and taken;
(d) Material Owned Business IPR that is capable of registration and that a prudent businessman would have registered has been registered by a Target Group Company;
(e) licences relating to the Licensed Business IPR and Licensed Out IPR are in full force and effect.
(m) Each IP Licence which relates to registered Intellectual Property and which can be registered in respect of such Intellectual Property, valid and binding, have been validly recorded or registered (where required), have been complied with in all material respects and no notice or intention to terminate those licences has been given, and no claims have duly registered with the proper authorities.
(n) Nothing has been made and no applications are pending done or omitted to be done by the Sellers or the Target which if pursued would enable any IP Licence to be terminated or granted might be which in any way constitutes a material to the accuracy breach of any of the above part terms of this warrantyany IP Licence.
10.3 The Target Group does not require (o) So far as the Warrantors are aware no other party is in breach of any Intellectual Property Rights in order to carry on its business as conducted in the 12 months prior to the date of this deed other than those rights which it is currently able to exercise, without restriction, in relation to the Intellectual Property Rights which it owns and which it is currently licensed under the licences of Licensed Business IPR detailed in the Disclosure DocumentsIP Licence.
10.4 The Target Group (p) No IP Licence is entitled to use all Licensed Business IPR under licence for all purposes necessary to carry on its businessdeterminable by virtue of the Sellers having entered into this agreement.
10.5 (q) Other than pursuant to the licences of Licensed Out IPRIP Licences, no the Sellers and the Target Group Company has have not granted and is are not obliged to grant any licence, sub-licence, Encumbrance Security Interest or assignment in respect of any of the Owned Business IPR or the Licensed Business IPR.
10.6 All confidential information (including know-how and trade secrets) owned or used by the Target Group has been kept confidential and has not been disclosed to third parties (other than parties who have signed written confidentiality undertakings in respect of such information, details of which are set out in the Disclosure Letter).
10.7 No Target Group Company has in the past three (3) years received written notice or otherwise become aware (and no person has otherwise threatened or otherwise asserted any claim) of any person:
(a) asserting that the use of any Business IPR by, or the activities of, a member of the Target Group infringed, misappropriated or otherwise violated the Intellectual Property Rights or other rights of any third party, orthe Third Party Intellectual Property Rights.
(br) challenging Whether in the ownership, use, validity, enforceability or registrability carrying on of any Owned Business IPR, or
(c) making any unauthorised use of or infringing any Business IPR, or breaching confidence, passing off or doing any actionable act of unfair competition in relation to the its business or assets of any Target Group Company.
10.8 So far as each Management Warrantor is awareotherwise, none of the activities of, or processes employed, or products, software or services dealt in, by the Target Group does not infringe the rights of and, has not, at any time since 3 January 2008, infringed any Intellectual Property owned by any third party or breach confidence, nor make a Target Group Company liable breached any obligations of confidence owed to pay a fee or royaltyany third party.
10.9 All Business IPR will be available for use by (s) So far as the Warrantors are aware, no third party has infringed the Target Group immediately following Closing Intellectual Property Rights, breached any obligations of confidence owed to the Seller or misappropriated or misused any Confidential Business Information.
(and thereaftert) on substantially Neither the same basis and at no greater cost as they were Sellers nor the Target nor any of their officers, employees or agents have made available immediately prior any threat in writing to Closingbring proceedings for infringement of Intellectual Property which is actionable by virtue of applicable legislation.
Appears in 1 contract
Intellectual Property Rights. 10.1 The Disclosure Documents include complete, accurate and current details of:
(a) Schedule 2.14(a) contains a complete and accurate list of all Owned Business IPR which of the following that are owned or used by Encode: (i) patented or registered Intellectual Property Rights, (including ii) pending patent applications or other applications for registrationregistrations of other Intellectual Property Rights, (iii) computer software (other than mass-marketed software purchased or licensed for less than a total cost of $5,000);, (iv) trade or corporate names, trade dress, logos, slogans, Internet domain names, material unregistered trademarks, and material unregistered service marks, (v) material unregistered copyrights, and (vi) any other material Intellectual Property Rights.
(b) Encode owns and possesses, free and clear of all Owned Business IPR which Liens, all right, title and interest in and to, or has the right to use pursuant to a valid and enforceable written license set forth on Schedule 2.14(b), all Intellectual Property Rights necessary for or used in the operation of the business of Encode as presently conducted and as presently proposed to be conducted (together with the Intellectual Property Rights set forth on Schedule 2.14(a), the “Encode Intellectual Property Rights”). All of the Encode Intellectual Property Rights are unregistered;valid and enforceable and none of the Encode Intellectual Property Rights have been misused. No loss or expiration of any of the Encode Intellectual Property Rights is threatened, pending or reasonably foreseeable. Encode has taken all necessary and customary actions to maintain and protect the Encode Intellectual Property Rights. The owners of any Intellectual Property Rights licensed to Encode have taken all commercially reasonable action to maintain and protect the Intellectual Property Rights subject to such licenses.
(c) all Licensed Business IPR and licences, agreements and permissions relating to the Licensed Business IPR; and
(d) all Licensed Out IPR and all licences, agreements and permissions relating thereto.
10.2 All:
(a) Business IPR is either legally and beneficially owned solely by a Target Group Company or lawfully used with the consent of the owner under a written licence (details of which are Except as set out in Disclosure Documents);
(b) Owned Business IPR is not subject to any Encumbrance or any licence or authority in favour of another;
(c) Material Owned Business IPR are valid, subsisting and enforceable and nothing has been done, or not been done, as a result of which any of them has ceased or might cease to be valid, subsisting or enforceable and all renewal fees which are due and steps which are required for the maintenance and protection of all Material Owned Business IPR that is registered have been paid and taken;
(d) Material Owned Business IPR that is capable of registration and that a prudent businessman would have registered has been registered by a Target Group Company;
(e) licences relating to the Licensed Business IPR and Licensed Out IPR are in full force and effect, valid and binding, have been validly recorded or registered (where requiredforth on Schedule 2.14(c), have been complied with in all material respects and no notice or intention to terminate those licences has been given, and no claims have been made and no applications are pending which if pursued or granted might be material to the accuracy of any of the above part of this warranty.
10.3 The Target Group does not require any Intellectual Property Rights in order to carry on its business as conducted in the 12 months prior to the date of this deed other than those rights which it is currently able to exercise, without restriction, in relation to the Intellectual Property Rights which it owns and which it is currently licensed under the licences of Licensed Business IPR detailed in the Disclosure Documents.
10.4 The Target Group is entitled to use all Licensed Business IPR under licence for all purposes necessary to carry on its business.
10.5 Other than pursuant to the licences of Licensed Out IPR, no Target Group Company has granted and is not obliged to grant any licence, sub-licence, Encumbrance or assignment in respect of any of the Owned Business IPR or the Licensed Business IPR.
10.6 All confidential information (including know-how and trade secretsi) owned or used by the Target Group has been kept confidential and Encode has not been disclosed to third parties (other than parties who have signed written confidentiality undertakings in respect of such information, details of which are set out in the Disclosure Letter).
10.7 No Target Group Company has in the past three (3) years received written notice or otherwise become aware (and no person has otherwise threatened or otherwise asserted any claim) of any person:
(a) asserting that the use of any Business IPR by, or the activities of, a member of the Target Group infringed, misappropriated or otherwise violated conflicted with, and the operation of the business of Encode as currently conducted and as proposed to be conducted will not infringe, misappropriate or otherwise conflict with, any Intellectual Property Rights or of other rights Persons and Encode is not aware of any third party, or
(b) challenging the ownership, use, validity, enforceability or registrability facts which indicate a likelihood of any Owned Business IPRof the foregoing and Encode has not received any notices regarding any of the foregoing (including, or
any demands or offers to license any Intellectual Property Rights from any other Person), and (cii) making no third party has infringed, misappropriated or otherwise conflicted with any unauthorised use of the Encode Intellectual Property Rights. The transactions contemplated by this Agreement will not impair the right, title or infringing interest of any Business IPR, of Encode in or breaching confidence, passing off or doing any actionable act of unfair competition in relation to the business or assets of any Target Group Company.
10.8 So far as each Management Warrantor is awareEncode Intellectual Property Rights, none and all of the activities of, or processes employed, or products, software or services dealt in, by the Target Group infringe the rights of any third party or breach confidence, nor make a Target Group Company liable to pay a fee or royalty.
10.9 All Business IPR Encode Intellectual Property Rights will be owned or available for use by the Target Group Surviving Corporation or Raptor immediately following after the Closing (on terms and thereafter) on substantially conditions identical to those under which Encode owned or used the same basis and at no greater cost as they were made available Encode Intellectual Property Rights immediately prior to the Closing.
(d) All past and present employees of, and consultants to, Encode have entered into agreements providing for the non-disclosure of Confidential Information and the assignment to Encode of all Intellectual Property Rights authored, created or otherwise developed by such employee or consultant in the course of employment or engagement with Encode, without any restrictions or obligations whatsoever.
Appears in 1 contract
Intellectual Property Rights. 10.1 The Disclosure Documents include complete, accurate and current details of:
(a) The Company and its Subsidiaries own, or have a valid right to use in the manner currently used, all Owned Business IPR Intellectual Property Rights that are used in the business of the Company and its Subsidiaries as currently conducted (the “Company Intellectual Property Rights”), and (i) such Company Intellectual Property Rights will be owned by or available for use by the Company and its Subsidiaries after the Closing on terms and conditions identical, in all material respects, to those under which are registered (including applications for registration);
(b) all Owned Business IPR which are unregistered;
(c) all Licensed Business IPR the Company and licences, agreements and permissions relating its Subsidiaries owned or used such Company Intellectual Property Rights immediately prior to the Licensed Business IPR; and
Closing, except as would not have, individually or in the aggregate, a Company Material Adverse Effect, and (dii) all Licensed Out IPR neither the Company nor any of its Subsidiaries has received, in the twelve (12) months preceding the date hereof, any written charge, complaint, claim, demand or notice challenging the validity of any of the Company Intellectual Property Rights. The Company and all licencesits Subsidiaries have taken commercially reasonable steps under the circumstances to protect and maintain the secrecy of its and their material trade secrets. To the Company’s Knowledge, agreements and permissions relating thereto.
10.2 All:
(a) Business IPR is either legally and beneficially the material Company Intellectual Property Rights that are the subject of a patent or registration owned solely by a Target Group the Company or lawfully used with the consent any of the owner under a written licence (details of which are set out in Disclosure Documents);
(b) Owned Business IPR is not subject to any Encumbrance or any licence or authority in favour of another;
(c) Material Owned Business IPR its Subsidiaries are valid, subsisting and enforceable enforceable.
(b) To the Knowledge of the Company, the conduct of the business of the Company and nothing its Subsidiaries as currently conducted does not infringe upon, misappropriate, or violate, and has not in the three (3) years prior to the date hereof, infringed, misappropriated, or violated any Intellectual Property Rights of any other Person. None of the Company or any of its Subsidiaries has received, in the twelve (12) months preceding the date hereof, any written charge, complaint, claim, demand, unsolicited offer to license or notice alleging any such infringement, misappropriation or violation by the Company or any of its Subsidiaries that has not been settled or otherwise fully resolved, except for any such infringement that would not have, individually or in the aggregate, a Company Material Adverse Effect. To the Knowledge of the Company, as of the date hereof, no other Person is infringing, misappropriating or violating any Company Intellectual Property Rights, except for any such infringement as would not have, individually or in the aggregate, a Company Material Adverse Effect. This Section 4.14(b) constitutes the only representation and warranty of the Company with respect to any actual or alleged infringement or other violation of any Intellectual Property Rights of any other Person.
(c) Section 4.14(c) of the Company Disclosure Letter lists all Software, including Open Source Software, licensed to the Company (and the associated Software license agreement identifying the applicable licensor) that is embedded, integrated, bundled with or otherwise distributed with the products and offerings of the Company or any of its Subsidiaries, including any Software (or portions thereof) from which the products and offerings of the Company or any of its Subsidiaries inherit, link, or otherwise call functionality (including libraries or other shared-source repositories). With respect to Open Source Software, Section 4.14(c) of the Company Disclosure Letter sets forth a complete and accurate list of (i) each item of Open Source Software that is used in, incorporated into, combined with, linked with, distributed with, provided to any Person as a service, provided via a network as a service or application, or made available with any product or offering of the Company or any of its Subsidiaries (or, with respect to third party Software that is not, to the Knowledge of the Company, Open Source Software, identifies such third party Software) and (ii) the name and version number of the applicable license agreement for each such item of Open Source Software. Except as set forth on Section 4.14(c) of the Company Disclosure Letter, no Software that has been donelicensed or made available to the Company or any of its Subsidiaries for use in their business under a Reciprocal License is used in such a way that requires: (A) the disclosure or distribution of any material proprietary Software of the Company (other than such item of Software licensed under a Reciprocal License itself) in source code form, (B) a requirement that any distribution of any material proprietary Software of the Company (other than such item of Software licensed under a Reciprocal License itself) be at no charge, (C) a requirement that any other licensee of the Software be permitted to modify, make derivative works of or reverse engineer any material proprietary Software of the Company, or (D) the grant of any material patent rights of the Company with respect to the business (other than patent rights in such item of Software licensed under a Reciprocal License itself).
(d) The Company and its Subsidiaries are in compliance with all applicable Laws and all of the Company’s or its Subsidiaries’ published policies and contractual obligations relating to privacy, data protection, and the collection and use of personal information collected, used, or held for use by the Company and its Subsidiaries, except where the failure to be in compliance would not have, individually or in the aggregate, a Company Material Adverse Effect. To the Knowledge of the Company, during the three (3) years prior to the date hereof, neither the Company nor its Subsidiaries have experienced any incident in which personally identifiable information or other information protected under applicable Law relating to individuals was stolen or improperly accessed, including any breach of security.
(e) Section 4.14(e) of the Company Disclosure Letter sets forth a correct and complete list as of the date hereof of all (i) patented or registered Intellectual Property Rights owned by the Company or any of its Subsidiaries, and (ii) pending patent applications and applications for other registrations of Intellectual Property Rights filed by or on behalf of the Company or any of its Subsidiaries, including, to the extent applicable, the jurisdictions in which each such Intellectual Property Right has been done, as a result of issued or registered or in which any application for such issuance and registration has been filed. As of them has ceased or might cease to be validthe date of this Agreement, subsisting or enforceable all necessary registration, maintenance and all renewal fees which are due and steps which are required for in connection with the maintenance and protection of all Material Owned Business IPR that is registered foregoing have been paid and taken;all necessary documents and certificates in connection with the foregoing have been filed with the relevant patent, copyright, trademark or other authorities in the United States or foreign jurisdictions, as the case may be, for the purposes of maintaining the foregoing.
(df) Material Owned Business IPR that is capable The Company and its Subsidiaries have entered into with all of registration its current and that a prudent businessman would former employees and independent contractors who have registered performed or assisted the Company or its Subsidiaries in product development efforts (i) written assignment agreements assigning all Intellectual Property Rights created or developed within the scope of employment or engagement, as applicable, and (ii) written confidentiality agreements protecting the trade secrets and confidential information of the Company or its Subsidiaries. No event has been registered by a Target Group Company;
(e) licences relating to the Licensed Business IPR and Licensed Out IPR are in full force and effect, valid and binding, have been validly recorded or registered (where required), have been complied with in all material respects and no notice or intention to terminate those licences has been givenoccurred, and no claims have been made and no applications are pending which if pursued circumstance or granted might condition exists, that (with or without notice or lapse of time, or both) will, or would reasonably be expected to, result in a requirement that any material to the accuracy proprietary source code of any of the above part products or offerings of this warrantythe Company or any of its Subsidiaries be disclosed or delivered to any third party by the Company, any of its Subsidiaries or any person acting on their behalf. To the Knowledge of the Company, as of the date hereof, there has been no unauthorized theft or disclosure of any material proprietary source code of any of the products or offerings of the Company or any of its Subsidiaries.
10.3 (g) The Target Group does not require Software, computer firmware, computer hardware, electronic data processing, information, record keeping, communications, telecommunications, networks, interfaces, platforms, peripherals and computer systems, including any Intellectual Property Rights in order to carry on outsourced systems and processes, that are owned or used by the Company or any of its business as conducted Subsidiaries in the 12 conduct of their respective businesses (collectively, the “Computer Systems”) are reasonably sufficient for the immediate needs of the Company and its Subsidiaries, including as to capacity, and ability to process current and anticipated peak volumes in a timely manner. The Computer Systems are in sufficiently good working condition to perform all information technology operations and include a sufficient number of license seats for all Software, in each case as necessary for the operation of the business of the Company and its Subsidiaries as currently conducted. The Company and its Subsidiaries use commercially reasonable efforts to protect the Computer Systems from becoming infected by any disabling codes or instructions, including any virus, worm, Trojan horse, automatic restraint, time bomb or any other feature or function that cause erasing, destroying, or corrupting of Software, systems, databases, or data. To the Knowledge of the Company, in the last eighteen (18) months prior to the date hereof, there have been no unauthorized intrusions or breaches of this deed security, failures, breakdowns, continued substandard performance or other than those rights which it is currently able to exercise, without restriction, adverse events affecting any such Computer Systems that have caused any substantial disruption of or interruption in relation or to the use of such Computer Systems. The Company and its Subsidiaries maintain commercially reasonable security, disaster recovery and business continuity plans, procedures and facilities, act in material compliance therewith, and have taken commercially reasonable steps to test such plans and procedures on a periodic basis, and such plans and procedures have been proven effective upon such testing in all material respects.
(h) No government funding, facilities, resources or Intellectual Property Rights which it owns and which it is currently licensed under the licences of Licensed Business IPR detailed a university, college, other educational institution, or research center was used in the Disclosure Documents.
10.4 The Target Group is entitled to use all Licensed Business IPR under licence for all purposes necessary to carry on its business.
10.5 Other than pursuant to the licences of Licensed Out IPR, no Target Group Company has granted and is not obliged to grant any licence, sub-licence, Encumbrance or assignment in respect of any development of the Owned Business IPR or the Licensed Business IPR.
10.6 All confidential information (including know-how and trade secrets) owned or used by the Target Group has been kept confidential and has not been disclosed to third parties (other than parties who have signed written confidentiality undertakings in respect of such information, details of which are set out in the Disclosure Letter).
10.7 No Target Group Company has in the past three (3) years received written notice or otherwise become aware (and no person has otherwise threatened or otherwise asserted any claim) of any person:
(a) asserting that the use of any Business IPR by, or the activities of, a member of the Target Group infringed, misappropriated or otherwise violated the material Intellectual Property Rights owned by the Company or other rights of any third partyits Subsidiaries and, or
(b) challenging the ownership, use, validity, enforceability or registrability of any Owned Business IPR, or
(c) making any unauthorised use of or infringing any Business IPR, or breaching confidence, passing off or doing any actionable act of unfair competition in relation to the business or assets of any Target Group Company.
10.8 So far as each Management Warrantor is aware, none Knowledge of the activities ofCompany, no Governmental Authority, university, college, other educational institution or processes employed, research center has any claim or products, software right in or services dealt to such Intellectual Property Rights (including any “march in, by the Target Group infringe the rights of any third party or breach confidence, nor make a Target Group Company liable to pay a fee or royalty” rights).
10.9 All Business IPR will be available for use by the Target Group immediately following Closing (and thereafter) on substantially the same basis and at no greater cost as they were made available immediately prior to Closing.
Appears in 1 contract
Sources: Merger Agreement (Compuware Corp)
Intellectual Property Rights. 10.1 The Disclosure Documents include completeSchedule describes under the caption referencing this Section 4.14 all rights in patents, accurate patent applications, trademarks, service marks, trade names, product names, copyrights, mask works, trade secrets, know-how or other intellectual property rights owned by, licensed to or otherwise controlled by Seller exclusively in connection with the manufacture and current details of:
(a) sale of the Products or used exclusively in, developed for use exclusively in or necessary to the manufacture and distribution of the Products as now conducted or planned to be conducted. Seller owns and possesses all Owned Business IPR right, title and interest, or holds a valid license, in and to the rights set forth under such caption, provided, however, that no representation is made as to the registration of the trade name "Nutra Pharma." The Disclosure Schedule describes under the caption referencing this Section 4.14 all intellectual property rights which have been licensed to third parties and those intellectual property rights which are registered (including applications for registration);
(b) all Owned Business IPR licensed from third parties. Seller has not received any notice of, nor are there any facts known to Seller which are unregistered;
(c) all Licensed Business IPR and licencesindicate a likelihood of, agreements and permissions relating any infringement or misappropriation by, or conflict from, any third party with respect to the Licensed Business IPR; and
(d) all Licensed Out IPR and all licences, agreements and permissions relating thereto.
10.2 All:
(a) Business IPR is either legally and beneficially owned solely by a Target Group Company or lawfully used with the consent of the owner under a written licence (details of which are set out in Disclosure Documents);
(b) Owned Business IPR is not subject to any Encumbrance or any licence or authority in favour of another;
(c) Material Owned Business IPR are valid, subsisting and enforceable and nothing has been done, or not been done, as a result of which any of them has ceased or might cease to be valid, subsisting or enforceable and all renewal fees which are due and steps which are required for the maintenance and protection of all Material Owned Business IPR that is registered have been paid and taken;
(d) Material Owned Business IPR that is capable of registration and that a prudent businessman would have registered has been registered by a Target Group Company;
(e) licences relating to the Licensed Business IPR and Licensed Out IPR are in full force and effect, valid and binding, have been validly recorded or registered (where required), have been complied with in all material respects and no notice or intention to terminate those licences has been given, and no claims have been made and no applications are pending which if pursued or granted might be material to the accuracy of any of the above part of this warranty.
10.3 The Target Group does not require any Intellectual Property Rights in order to carry on its business as conducted in the 12 months prior to the date of this deed other than those intellectual property rights which it is currently able to exercise, without restriction, in relation to the Intellectual Property Rights which it owns and which it is currently licensed under the licences of Licensed Business IPR detailed listed in the Disclosure Documents.
10.4 The Target Group Schedule; no claim by any third party contesting the validity of any intellectual property rights listed under such caption has been made, is entitled to use all Licensed Business IPR under licence for all purposes necessary to carry on its business.
10.5 Other than pursuant currently outstanding or, to the licences best knowledge of Licensed Out IPRthe Seller, no Target Group Company is threatened; Seller has granted and is not obliged to grant received any licence, sub-licence, Encumbrance or assignment in respect notice of any infringement, misappropriation or violation by Seller of any intellectual property rights of any third parties and Seller, to the Owned Business IPR or the Licensed Business IPR.
10.6 All confidential information (including know-how and trade secrets) owned or used by the Target Group has been kept confidential and best knowledge of Seller, has not been disclosed to third parties (other than parties who have signed written confidentiality undertakings in respect of such information, details of which are set out in the Disclosure Letter).
10.7 No Target Group Company has in the past three (3) years received written notice or otherwise become aware (and no person has otherwise threatened or otherwise asserted any claim) of any person:
(a) asserting that the use of any Business IPR by, or the activities of, a member of the Target Group infringed, misappropriated or otherwise violated the Intellectual Property Rights or other rights of any third party, or
(b) challenging the ownership, use, validity, enforceability or registrability of any Owned Business IPR, or
(c) making any unauthorised use of or infringing any Business IPR, or breaching confidence, passing off or doing any actionable act of unfair competition in relation such intellectual property rights; and to the business best knowledge of Seller no infringement, illicit copying, misappropriation or assets violation has occurred or will occur with respect to Products currently being distributed by Seller or with respect to the Products currently under development (in their present state of any Target Group Company.
10.8 So far as each Management Warrantor is aware, none development) or with respect to the manufacture and distribution of the activities of, or processes employed, or products, software or services dealt in, by the Target Group infringe the rights of any third party or breach confidence, nor make a Target Group Company liable to pay a fee or royaltyProducts as now conducted.
10.9 All Business IPR will be available for use by the Target Group immediately following Closing (and thereafter) on substantially the same basis and at no greater cost as they were made available immediately prior to Closing.
Appears in 1 contract
Intellectual Property Rights. 10.1 5.1 The Disclosure Documents include completeLicensee acknowledges that all Intellectual Property Rights in the API, accurate the Application, the Platform, the Documentation, any Modification and current details of:any software programs or other copyright material created by the Company arising from the use of the Licensee Data in accordance with clause 3.4 belong and shall belong to the Company and/or its licensors, and the Licensee shall have no rights in or to such rights other than the right to use them in accordance with the terms of this Agreement.
5.2 The Company undertakes at its own expense to defend the Licensee or, at its option, settle any claim or action brought against the Licensee alleging that the use of the API or Platform (aor any part thereof) all Owned Business IPR which are registered in accordance with the terms of this Agreement infringes the Intellectual Property Rights of a third party (an “Infringement Claim”) and shall be responsible for any reasonable losses, damages, costs (including applications for registration);
(blegal fees) all Owned Business IPR which are unregistered;
(c) all Licensed Business IPR and licences, agreements and permissions relating to expenses incurred by or awarded against the Licensed Business IPR; and
(d) all Licensed Out IPR and all licences, agreements and permissions relating thereto.
10.2 All:
(a) Business IPR is either legally and beneficially owned solely by a Target Group Company or lawfully used with the consent of the owner under a written licence (details of which are set out in Disclosure Documents);
(b) Owned Business IPR is not subject to any Encumbrance or any licence or authority in favour of another;
(c) Material Owned Business IPR are valid, subsisting and enforceable and nothing has been done, or not been done, Licensee as a result of or in connection with any such Infringement Claim. For the avoidance of doubt, clause 5.2 shall not apply where the Infringement Claim in question is attributable to use of the API or the Platform (or any part thereof) by the Licensee other than in accordance with the terms of this Agreement or use of a non-current release of the API or the Platform.
5.3 Clause 5.2 is conditional on:
5.3.1 the Licensee notifying the Company in writing, as soon as reasonably practicable, of any Infringement Claim of which it has notice;
5.3.2 the Licensee not making any admission as to liability or compromise or agreeing to any settlement of them has ceased any Infringement Claim without the prior written consent of the Company, which consent shall not be unreasonably withheld or might cease delayed; and
5.3.3 the Company having, at its own expense, the conduct of or the right to settle all negotiations and litigation arising from any Infringement Claim and the Licensee giving the Company all reasonable assistance in connection with those negotiations and such litigation at the Company’s request and expense.
5.4 If any Infringement Claim is made, or in the Company's reasonable opinion is likely to be validmade, subsisting or enforceable against the Licensee, the Company may at its sole option and all renewal fees which are due and steps which are required expense:
5.4.1 procure for the maintenance Licensee the right to continue using the API (or any part thereof) in accordance with the terms of this Agreement; or
5.4.2 modify the API or the Platform so that it ceases to be infringing; or
5.4.3 replace the API or the Platform with non-infringing software; or
5.4.4 terminate this Agreement immediately by notice in writing to the Licensee, provided that if the Company modifies or replaces the API or the Platform, the modified or replacement API or Platform must comply with the warranties contained in clause 4.1 and protection of all Material Owned Business IPR that is registered the Licensee shall have been paid and taken;
(d) Material Owned Business IPR that is capable of registration and that a prudent businessman the same rights in respect thereof as it would have registered has been registered by a Target Group Company;
(e) licences relating to had under those clauses had the Licensed Business IPR and Licensed Out IPR are in full force and effect, valid and binding, have been validly recorded or registered (where required), have been complied with in all material respects and no notice or intention to terminate those licences has been given, and no claims have been made and no applications are pending which if pursued or granted might be material to the accuracy of any of the above part of this warranty.
10.3 The Target Group does not require any Intellectual Property Rights in order to carry on its business as conducted in the 12 months prior references to the date of this deed other than those rights which it is currently able to exercise, without restriction, in relation Agreement been references to the Intellectual Property Rights date on which it owns and which it is currently licensed under the licences of Licensed Business IPR detailed in the Disclosure Documentssuch modification or replacement was made.
10.4 The Target Group is entitled to use all Licensed Business IPR under licence for all purposes necessary to carry on its business.
10.5 Other than pursuant to the licences of Licensed Out IPR, no Target Group Company has granted and is not obliged to grant any licence, sub-licence, Encumbrance or assignment in respect of any of the Owned Business IPR or the Licensed Business IPR.
10.6 All confidential information (including know-how and trade secrets) owned or used by the Target Group has been kept confidential and has not been disclosed to third parties (other than parties who have signed written confidentiality undertakings in respect of such information, details of which are set out in the Disclosure Letter).
10.7 No Target Group Company has in the past three (3) years received written notice or otherwise become aware (and no person has otherwise threatened or otherwise asserted any claim) of any person:
(a) asserting that the use of any Business IPR by, or the activities of, a member of the Target Group infringed, misappropriated or otherwise violated the Intellectual Property Rights or other rights of any third party, or
(b) challenging the ownership, use, validity, enforceability or registrability of any Owned Business IPR, or
(c) making any unauthorised use of or infringing any Business IPR, or breaching confidence, passing off or doing any actionable act of unfair competition in relation to the business or assets of any Target Group Company.
10.8 So far as each Management Warrantor is aware, none of the activities of, or processes employed, or products, software or services dealt in, by the Target Group infringe the rights of any third party or breach confidence, nor make a Target Group Company liable to pay a fee or royalty.
10.9 All Business IPR will be available for use by the Target Group immediately following Closing (and thereafter) on substantially the same basis and at no greater cost as they were made available immediately prior to Closing.
Appears in 1 contract
Sources: Licensing Agreement
Intellectual Property Rights. 10.1 The Disclosure Documents include complete, accurate and current details of:
(a) all Owned Business IPR which are registered (including applications for registration);
(b) all Owned Business IPR which are unregistered;
(c) all Licensed Business IPR Veeco and licences, agreements and permissions relating to the Licensed Business IPR; and
(d) all Licensed Out IPR and all licences, agreements and permissions relating thereto.
10.2 All:
(a) Business IPR is either legally and beneficially owned solely by a Target Group Company or lawfully used with the consent of the owner under a written licence (details of which are set out in Disclosure Documents);
(b) Owned Business IPR is not subject to any Encumbrance or any licence or authority in favour of another;
(c) Material Owned Business IPR are valid, subsisting and enforceable and nothing has been doneits Subsidiaries own, or not been done, as a result of which any of them has ceased or might cease are licensed to be valid, subsisting or enforceable and all renewal fees which are due and steps which are required for the maintenance and protection of all Material Owned Business IPR that is registered have been paid and taken;
(d) Material Owned Business IPR that is capable of registration and that a prudent businessman would have registered has been registered by a Target Group Company;
(e) licences relating to the Licensed Business IPR and Licensed Out IPR are in full force and effect, valid and binding, have been validly recorded or registered (where required), have been complied with in all material respects and no notice or intention to terminate those licences has been given, and no claims have been made and no applications are pending which if pursued or granted might be material to the accuracy of any of the above part of this warranty.
10.3 The Target Group does not require any Intellectual Property Rights in order to carry on its business as conducted in the 12 months prior to the date of this deed other than those rights which it is currently able to exercise, without restriction, in relation to the Intellectual Property Rights which it owns and which it is currently licensed under the licences of Licensed Business IPR detailed in the Disclosure Documents.
10.4 The Target Group is entitled to use all Licensed Business IPR under licence for all purposes necessary to carry on its business.
10.5 Other than pursuant to the licences of Licensed Out IPR, no Target Group Company has granted and is not obliged to grant any licence, sub-licence, Encumbrance or assignment in respect of any of the Owned Business IPR or the Licensed Business IPR.
10.6 All confidential information (including know-how and trade secrets) owned or used by the Target Group has been kept confidential and has not been disclosed to third parties (other than parties who have signed written confidentiality undertakings in respect of such information, details of which are set out in the Disclosure Letter).
10.7 No Target Group Company has in the past three (3) years received written notice or otherwise become aware (and no person has otherwise threatened or otherwise asserted any claim) of any person:
(a) asserting that the use of any Business IPR by, or the activities of, a member of the Target Group infringed, misappropriated or otherwise violated the Intellectual Property Rights or other rights of any third party, or
(b) challenging the ownership, use, validityall Veeco Intellectual Property. To the knowledge of Veeco, enforceability or registrability of any Owned Business IPR, or
(c) making any unauthorised use of or infringing any Business IPR, or breaching confidence, passing off or doing any actionable act of unfair competition in relation to the business or assets and operations of any Target Group Company.
10.8 So far Veeco and its Subsidiaries as each Management Warrantor is aware, none of the activities of, or processes employed, or products, software or services dealt in, by the Target Group they are currently conducted do not infringe on the rights of any third party where such infringement, individually or breach confidencein the aggregate, would be reasonably expected to have a Material Adverse Effect on any Material Veeco Entity or any material business or product offering of Veeco or any of its Subsidiaries, and, to the extent material Veeco Intellectual Property is licensed from a third party, Veeco's use of such Intellectual Property is in accordance in all material respects with the applicable license pursuant to which Veeco acquired the right to use such Intellectual Property. To the knowledge of Veeco, no third party is challenging, infringing on or otherwise violating any right of Veeco in the Veeco Intellectual Property where such infringement, individually or in the aggregate, would be reasonably expected to have a Material Adverse Effect on any Material Veeco Entity or any material business or product offering of Veeco or any of its Subsidiaries. Since Neither Veeco nor any of its Subsidiaries has received any written notice of any pending claim, order or proceeding with respect to any material Veeco Intellectual Property, nor make has Veeco received any written demand from any other party to cease and desist from infringement of such other party's Intellectual Property. To the knowledge of Veeco, no material Intellectual Property owned or licensed by Veeco is being used or enforced by Veeco or its Subsidiaries in a Target Group Company liable manner that would reasonably be expected to pay a fee result in the abandonment, estoppel, cancellation or royaltyunenforceability of such Intellectual Property.
10.9 All Business IPR (b) The execution, delivery and performance of this Agreement by Veeco and the consummation by Veeco of the transactions contemplated hereby will not (i) constitute a breach by Veeco or its Subsidiaries of any material instrument or agreement governing any Veeco Intellectual Property, (ii) pursuant to the terms of any material license or agreement relating to any Veeco Intellectual Property, cause the material modification of any terms of any such license or agreement, including but not limited to the modification of the effective rate of any royalties or other payments provided for in any such license or agreement, (iii) cause the forfeiture or termination of any Veeco Intellectual Property under the terms thereof, (iv) give rise to a right of forfeiture or termination of any Veeco Intellectual Property under the terms thereof or (v) impair the right of Veeco, its Subsidiaries or, to Veeco's knowledge, FEI to make, have made, offer for sale, use, sell, export or license any products or processes used by Veeco, its Subsidiaries or, to Veeco's knowledge, FEI in the conduct of their business as it is currently configured, except in each case for those matters that individually or in the aggregate would not reasonably be available expected to have a Material Adverse Effect on Veeco.
(c) Each item of material Veeco Intellectual Property owned by Veeco or a Subsidiary thereof (the "VEECO-OWNED IP") (i) is free and clear of any Liens or filings required under the Uniform Commercial Code in effect in any jurisdiction; (ii) is not subject to any outstanding judicial order, decree, judgment or stipulation or to any agreement materially restricting the scope of Veeco's or such Subsidiary's use thereof; and (iii) together with each item of material Veeco Intellectual Property which Veeco or such Subsidiary has a right to use or practice pursuant to one or more license or similar agreements, is not subject to any suits, actions, written claims or demands of any third party and no action or proceeding, whether judicial, administrative, has been instituted, is pending or, to Veeco's knowledge, Threatened, which challenges or affects the rights of Veeco or such Subsidiary in the same manner.
(d) Neither Veeco nor any Subsidiary thereof has entered into any agreement to indemnify any third party against any claim of infringement, misappropriation or other violation of Veeco Intellectual Property rights other than indemnification provisions contained in purchase orders, customer agreements or similar agreements arising in the ordinary course of business.
(e) To the knowledge of Veeco and its Subsidiaries, (a) all rights in all inventions and discoveries made, developed or conceived by any current or former officer, employee, independent contractor, consultant or any other agent of Veeco or any Subsidiary thereof during the course of their employment (or other retention) by Veeco or a Subsidiary thereof and material to the business of Veeco or a Subsidiary thereof and which are the subject of one or more issued letters patent or applications for letters patent have been assigned in writing to Veeco or a Subsidiary thereof; and (b) the policy of Veeco or a Subsidiary thereof requires each employee of Veeco or a Subsidiary thereof to sign documents confirming that he or she assign to Veeco or a Subsidiary thereof all Intellectual Property rights made, written, developed or conceived by him or her during the course of his or her employment (or other retention) by Veeco or a Subsidiary thereof and relating to the business of Veeco or a Subsidiary thereof to the extent that ownership of any such Intellectual Property rights does not vest in Veeco or a Subsidiary thereof by operation of Law.
(f) Veeco believes that Veeco and its Subsidiaries have taken reasonable and practicable steps to protect and preserve the confidentiality of any material Veeco Intellectual Property that it wishes to remain confidential ("VEECO CONFIDENTIAL IP INFORMATION"). Veeco believes that all use by Veeco and its Subsidiaries of Veeco Confidential IP Information not owned by Veeco and its Subsidiaries has been and is pursuant to the Target Group immediately following Closing (terms of a written agreement between Veeco or a Subsidiary thereof and thereafter) on substantially the same basis and at no greater cost as they were made available immediately prior to Closingowner of such Confidential Information, or is otherwise lawful.
Appears in 1 contract
Sources: Merger Agreement (Fei Co)
Intellectual Property Rights. 10.1 The Disclosure Documents include complete, accurate and current details of:
(a) All of the Owned IP that is software is listed on Schedule 1. With respect to the Intellectual Property Rights described in Schedule 1, a Seller either (a) owns and has good title to such Intellectual Property Rights, or (b) possesses legal rights to use the Intellectual Property Rights. Schedule 1 lists all Owned IP that is material to the operation of the Business IPR which are registered (including applications for registrationas such Business is being conducted as of the Closing Date. Except as set forth on Schedule 6.1.19(a);, the Owned IP is owned and held by Sellers and can be transferred by Sellers pursuant to this Agreement free and clear of any Liens.
(b) All files, whether in Sellers’ possession or the possession of Sellers’ counsel, relating to any and all Owned Business IPR which are unregistered;Intellectual Property Rights described in Schedule 1 have been delivered, or within thirty (30) days following the Closing Date, will be delivered to IBS or its designee.
(c) all Licensed The conduct by Sellers of the Business IPR and licencesas of the Closing Date does not infringe or misappropriate any rights in any Intellectual Property Rights of any other person. No Seller has received any written notice alleging that the conduct of the Business has infringed or misappropriated any Intellectual Property Rights of any other person, agreements and permissions relating or that otherwise questions the validity, title, ownership or such Seller’s right to use any of the Licensed Business IPR; andIntellectual Property Rights described in Schedule 1. To the knowledge of Sellers, no other person is infringing or misappropriating any of the Owned IP. There are no claims pending or threatened against any person who would be entitled to be indemnified, defended or held harmless by any Seller for claims of infringement or misappropriation based on a Seller’s or such person’s use of the Intellectual Property Rights described in Schedule 1. No Seller has been sued at any time for infringing, misappropriating or misuse of any Intellectual Property Rights of another person.
(d) Schedule 6.1.19(d) sets forth all Intellectual Property Rights licensed to Sellers by other persons that is used by or on behalf of, or planned for use by or on behalf of, the Business as it has been conducted immediately prior to the Closing Date (including without limitation, software and Publicly Available Software) (collectively “Licensed Out IPR Intellectual Property”), other than commercially available third party software which may be generally useful in the operations of the Business (e.g., word processing software) where the value of such licenses for a single software title is less than $10,000 for perpetual use rights or $1,000 for annual license rights. All such licenses grant a Seller all necessary reseller rights and all licences, agreements and permissions relating thereto.
10.2 All:
(a) Business IPR other rights to use the Licensed Intellectual Property without restriction. The Licensed Intellectual Property is either legally and beneficially owned solely by a Target Group Company or lawfully used with the consent of the owner under a written licence (details of which are set out in Disclosure Documents);
(b) Owned Business IPR is not subject to any Encumbrance or any licence or authority in favour of another;
(c) Material Owned Business IPR are valid, subsisting and enforceable and nothing has been done, or not been done, as a result of which any of them has ceased or might cease to be valid, subsisting or enforceable and all renewal fees which are due and steps which are required for the maintenance and protection of all Material Owned Business IPR that is registered have been paid and taken;
(d) Material Owned Business IPR that is capable of registration and that a prudent businessman would have registered has been registered by a Target Group Company;
(e) licences relating licensed to the Licensed Business IPR Sellers pursuant to legal, valid and Licensed Out IPR binding agreements that are in full force and effecteffect and enforceable by the Sellers in accordance with their terms, valid No Seller is in breach of any payment or other obligation that would provide a basis for termination of such agreements and binding, have been validly recorded such agreements are freely assignable or registered (where required), have been complied otherwise transferable to IBS in connection with the transactions contemplated hereby. Neither Seller nor any other person that is a party to any such agreement is in all material respects default or breach under the terms of any such agreements and no event or circumstance has occurred that, with notice or intention lapse of time or both, would give rise to terminate those licences has been givena claim of breach or right of rescission, and no claims have been made and no applications are pending which if pursued termination, revision or granted might be material to the accuracy amendment of any of such agreement, including the above part of this warrantytransactions contemplated hereby.
10.3 The Target Group does not require (e) No Seller has granted any Intellectual Property Rights in order to carry on its business as conducted in the 12 months prior to the date of this deed other than those rights which it is currently able to exercise, without restriction, in relation licenses to the Intellectual Property Rights which it owns and which it is currently licensed under the licences of Licensed Business IPR detailed described in Schedule 1 to another person other than as set forth in the Disclosure Documents.
10.4 The Target Group is entitled Contracts. Each Seller has taken reasonable commercial measures to use all Licensed Business IPR under licence for all purposes necessary to carry on its business.
10.5 Other than pursuant to maintain the licences secrecy of Licensed Out IPR, no Target Group Company has granted and is not obliged to grant any licence, sub-licence, Encumbrance or assignment in respect of any of the Owned Business IPR or the Licensed Business IPR.
10.6 All confidential information (including know-how and trade secrets) owned or used by the Target Group has been kept confidential and has not been disclosed to third parties (other than parties who have signed written confidentiality undertakings in respect of such information, details of which are set out in the Disclosure Letter).
10.7 No Target Group Company has in the past three (3) years received written notice or otherwise become aware (and no person has otherwise threatened or otherwise asserted any claim) of any person:
(a) asserting that the use of any Business IPR by, or the activities of, a member of the Target Group infringed, misappropriated or otherwise violated the Intellectual Property Rights described in Schedule 1 that are considered to be trade secrets or confidential information, including any algorithms, processes, techniques, formulas, research and development results or other rights know-how relating to the Business. Each current and former employee of and contractor to a Seller has signed a confidentiality and non-disclosure agreement. To the knowledge of Sellers, there have not been any breaches of such confidentiality and non-disclosure agreements. Except as set forth on Schedule 6.1.19(e), the transactions contemplated by this Agreement will not result in any termination, loss or impairment of any third party, or
(b) challenging the ownership, use, validity, enforceability material Intellectual Property Rights described in Schedule 1 or registrability require payment of any Owned Business IPR, or
(c) making any unauthorised use of or infringing any Business IPR, or breaching confidence, passing off or doing any actionable act of unfair competition in relation fee to the business or assets owners of any Target Group Companymaterial Licensed Intellectual Property.
10.8 So far as each Management Warrantor is aware, none of the activities of, or processes employed, or products, software or services dealt in, by the Target Group infringe the rights of any third party or breach confidence, nor make a Target Group Company liable to pay a fee or royalty.
10.9 All Business IPR will be available for use by the Target Group immediately following Closing (and thereafter) on substantially the same basis and at no greater cost as they were made available immediately prior to Closing.
Appears in 1 contract
Sources: Asset Purchase Agreement (Intelligent Systems Corp)
Intellectual Property Rights. 10.1 The Disclosure Documents include completeCompany and the Subsidiaries own all right, accurate title and current details of:
(a) interest in and with respect to all Owned Business IPR which are registered (including applications for registration);
(b) Intellectual Property, being all Owned Business IPR which are unregistered;
(c) all Licensed Business IPR and licences, agreements and permissions relating to the Licensed Business IPR; and
(d) all Licensed Out IPR and all licences, agreements and permissions relating thereto.
10.2 All:
(a) Business IPR material Intellectual Property that is either legally and beneficially owned solely used by a Target Group the Company or lawfully the Subsidiaries in connection with their businesses and operations as presently conducted or proposed to be conducted, free and clear of any Encumbrances, and the Owned Intellectual Property is fully transferable, alienable and licensable without restriction. The Intellectual Property used with in the consent business of the owner under a written licence (details of which are set out in Disclosure Documents);
(b) Owned Business IPR Company and its Subsidiaries is not subject to any Encumbrance or any licence or authority in favour of another;
(c) Material Owned Business IPR are valid, subsisting valid and enforceable and nothing has been donethe Company and/or the Subsidiaries have not received any notice, claim, threats or allegation from any person for any violation or infringement by the Company and/or the Subsidiaries of any rights with respect to any Intellectual Property or questioning the right of the Company and/or the Subsidiaries to unconditionally use, possess, transfer, convey, distribute or otherwise dispose of any (i) technology, (ii) Owned Intellectual Property, or (iii) licensed Intellectual Property used or distributed by the Company and/or the Subsidiaries. The Company's and the Subsidiaries' use of the Intellectual Property used in the business of the Company and/or its Subsidiaries, past and present, has not and does not violate or constitute a breach of any agreement, obligation, promise or commitment by which the Company and/or the Subsidiaries may be bound or constitute a violation of any laws, regulations, ordinances, codes or statutes in any jurisdiction; (uu) Employment. The Company and the Subsidiaries are in material compliance with all laws respecting employment and employment practices, terms and conditions of employment, occupational health and safety, pay equity and wages. All material employee plans have been done, as a result of which maintained in compliance with their terms and with the requirements prescribed by any of them has ceased or might cease to be valid, subsisting or enforceable and all renewal fees which statutes, orders, rules and regulations that are due and steps which are required for the maintenance and protection of all Material Owned Business IPR that is registered have been paid and taken;
(d) Material Owned Business IPR that is capable of registration and that a prudent businessman would have registered has been registered by a Target Group Company;
(e) licences relating applicable to the Licensed Business IPR and Licensed Out IPR are such employee plans, in full force and effect, valid and binding, have been validly recorded or registered (where required), have been complied with each case in all material respects and no notice or intention to terminate those licences has been given, and no claims have been made and no applications are pending which if pursued or granted might be material publicly disclosed to the accuracy of any extent required by Applicable Securities Laws and all material accruals for unpaid vacation pay, premiums for unemployment insurance, health premiums, federal or state pension plan premiums, accrued wages, salaries and commissions and employee benefit plan payments have been reflected in the books and records of the above part of this warranty.
10.3 The Target Group does not require any Intellectual Property Rights in order to carry on its business Company and/or the Subsidiaries, as conducted in the 12 months prior to the date of this deed other than those rights which it is currently able to exercise, without restriction, in relation to the Intellectual Property Rights which it owns and which it is currently licensed under the licences of Licensed Business IPR detailed in the Disclosure Documents.
10.4 The Target Group is entitled to use all Licensed Business IPR under licence for all purposes necessary to carry on its business.
10.5 Other than pursuant to the licences of Licensed Out IPR, no Target Group Company has granted and is not obliged to grant any licence, sub-licence, Encumbrance or assignment in respect of any of the Owned Business IPR or the Licensed Business IPR.
10.6 All confidential information (including know-how and trade secrets) owned or used by the Target Group has been kept confidential and has not been disclosed to third parties (other than parties who have signed written confidentiality undertakings in respect of such information, details of which are set out in the Disclosure Letter).
10.7 No Target Group Company has in the past three (3) years received written notice or otherwise become aware (and no person has otherwise threatened or otherwise asserted any claim) of any person:
(a) asserting that the use of any Business IPR by, or the activities of, a member of the Target Group infringed, misappropriated or otherwise violated the Intellectual Property Rights or other rights of any third party, or
(b) challenging the ownership, use, validity, enforceability or registrability of any Owned Business IPR, or
(c) making any unauthorised use of or infringing any Business IPR, or breaching confidence, passing off or doing any actionable act of unfair competition in relation to the business or assets of any Target Group Company.
10.8 So far as each Management Warrantor is aware, none of the activities of, or processes employed, or products, software or services dealt in, by the Target Group infringe the rights of any third party or breach confidence, nor make a Target Group Company liable to pay a fee or royalty.
10.9 All Business IPR will be available for use by the Target Group immediately following Closing (and thereafter) on substantially the same basis and at no greater cost as they were made available immediately prior to Closing.applicable;
Appears in 1 contract
Sources: Underwriting Agreement (Protech Home Medical Corp.)
Intellectual Property Rights. 10.1 The Disclosure Documents include complete, accurate and current details of:
(a) Seller, an Asset Selling Affiliate or a Transferred Company is, and immediately after the Closing, Buyer, one of its Affiliates or a Transferred Company, as applicable, will be, the sole and exclusive owner of all Owned Business IPR right, title and interest in and to all Transferred IP, free and clear of all Liens (other than Permitted Liens). The Licensed IP is either solely and exclusively owned by Seller or an Affiliate of Seller (other than a Transferred Company), or licensed to Seller or an Affiliate of Seller (other than a Transferred Company) pursuant to a valid and enforceable license which are registered (including applications for registration);
(bpermits Seller or its applicable Affiliate to grant the rights contemplated by the IP License Agreement to Buyer and its Affiliates. Schedule 3.09(a) all Owned Business IPR which are unregistered;
(c) all Licensed Business IPR and licences, agreements and permissions relating to the Licensed Business IPR; and
(d) all Licensed Out IPR Disclosure Letter sets forth a true, complete and correct list of any and all licencesregistered Intellectual Property Rights included in the Transferred IP, agreements including, as applicable, the owner, application or registration number, application or registration date and permissions relating thereto.
10.2 All:
jurisdiction to which the application or registration relates (a) Business IPR “Registered IP”). The Registered IP is either legally duly registered in the name of Seller, an Asset Selling Affiliate or a Transferred Company, as applicable, and beneficially owned solely by a Target Group Company or lawfully used with the consent of the owner under a written licence (details of which are set out in Disclosure Documents);
(b) Owned Business IPR is not subject to any Encumbrance pending cancellation, interference, reissue or reexamination proceedings.
(b) Seller and its Affiliates, as applicable, have taken reasonable measures to protect, defend, enforce and maintain the confidentiality of any licence Trade Secrets included in the Transferred IP. Seller and its Affiliates, as applicable, have used commercially reasonable efforts to maintain the secrecy of the Trade Secrets included in the Transferred IP. No Trade Secret included in the Transferred IP has been disclosed other than to Buyer or authority one of its Affiliates (in favour its or their capacity as a customer of another;Seller and its Affiliates), Representatives, contractors or other third-party service providers of Seller, the Asset Selling Affiliates and the Transferred Companies, as applicable, pursuant to written, valid and enforceable confidentiality agreements. No such confidentiality agreements have been breached or violated in any material respect.
(c) Material Owned Business IPR The operation of the Transferred Businesses as currently conducted, and the products and services of the Transferred Businesses, have not, since December 31, 2021, infringed, misappropriated or otherwise violated, and do not infringe on, misappropriate or otherwise violate, the Intellectual Property Rights of any Person. There are valid, subsisting and enforceable and nothing has been doneno adverse third-party actions or proceedings pending or threatened in writing against Seller or any of its Affiliates by any Person in any court or arbitration, or not by or before any Governmental Entity, and since December 31, 2021, there have been doneno written third-party allegations, as a result in each case (i) to the effect that the operation or conduct of which the Transferred Businesses, or the products and services of the Transferred Businesses, constitutes (or has constituted) an infringement, misappropriation, or other violation of the Intellectual Property Rights of such Person or (ii) challenging or seeking to deny or restrict in any material respect the rights of Seller or any of them has ceased its Affiliates in the Transferred IP or might cease to be valid, subsisting or enforceable and all renewal fees which are due and steps which are required for the maintenance and protection of all Material Owned Business IPR that is registered have been paid and taken;Licensed IP.
(d) Material Owned Business IPR that There are no claims pending or, to the knowledge of Seller, threatened since December 31, 2021, by Seller or any of its Affiliates against any Person, nor have Seller or any of its Affiliates, since December 31, 2021, sent any written notice to any Person, in each case regarding any actual or potential infringement, dilution, misappropriation or other unauthorized use in any material respect of any Transferred IP. To the knowledge of Seller, since December 31, 2021, no Person has infringed on, misappropriated or otherwise violated, or is capable of registration and that a prudent businessman would have registered has been registered by a Target Group Company;infringing on, misappropriating or otherwise violating any material Transferred IP.
(e) licences relating Seller and its Affiliates, as applicable, have taken commercially reasonable measures to the Licensed Business IPR maintain, protect and Licensed Out IPR are defend and enforce all material Transferred IP under applicable Law (including, making, and maintaining in full force and effect, valid necessary filings, registrations and binding, have been validly recorded or registered (where requiredissuances), have been complied with . Neither Seller nor its Affiliates are using any such Transferred IP in all material respects and no notice or intention a manner that would reasonably be expected to terminate those licences has been given, and no claims have been made and no applications are pending which if pursued or granted might be material to the accuracy of any of the above part of this warranty.
10.3 The Target Group does not require any Intellectual Property Rights in order to carry on its business as conducted result in the 12 months prior to the date cancellation or unenforceability of this deed other than those rights which it is currently able to exercise, without restriction, in relation to the Intellectual Property Rights which it owns and which it is currently licensed under the licences of Licensed Business IPR detailed in the Disclosure Documents.
10.4 The Target Group is entitled to use all Licensed Business IPR under licence for all purposes necessary to carry on its business.
10.5 Other than pursuant to the licences of Licensed Out IPR, no Target Group Company has granted and is not obliged to grant any licence, sub-licence, Encumbrance or assignment in respect of any of the Owned Business IPR or the Licensed Business IPR.
10.6 All confidential information (including know-how and trade secrets) owned or used by the Target Group has been kept confidential and has not been disclosed to third parties such Transferred IP (other than parties who have signed written confidentiality undertakings expirations occurring in respect the ordinary course of business). All Transferred IP is subsisting and, to the knowledge of Seller, valid and enforceable.
(f) No current or former employee, consultant or contractor of Seller, any Asset Selling Affiliate or any Transferred Company has any valid claim of ownership, in whole or in part, to any Transferred IP or derivative works thereof, or has, since December 31, 2021, asserted in writing any such claim of ownership or right.
(g) No software included in the Transferred IP is, in whole or part, subject to any “copyleft” or other obligation or condition (including any obligation or condition under any “open source” or similar license, or any modification or derivative thereof) that would reasonably be expected to (i) require, or condition the use, license or distribution of such informationsoftware on the disclosure, details licensing or distribution of which are set out any source code for any portion of such software, (ii) prohibit or restrict any Person’s ability to charge a royalty or receive consideration in connection with the sublicensing or distribution of any such software, (iii) grant any right to any Person to decompile, disassemble or otherwise reverse-engineer any such software or (iv) otherwise impose any material limitation, restriction or condition on the right or ability of Seller, an Asset Selling Affiliate or any Transferred Company, as applicable, to use, license or distribute any such software. No software included in the Disclosure Letter).
10.7 No Target Group Company has Transferred IP (including the source code for any software included in the past three (3Transferred IP) years received written notice or otherwise become aware (and no person has otherwise threatened or otherwise asserted been provided to any claim) of any person:
(a) asserting that the use of any Business IPR by, or the activities of, a member of the Target Group infringed, misappropriated or otherwise violated the Intellectual Property Rights escrow agent or other rights Person who is not Buyer or one of its Affiliates (in its or their capacity as a customer of Seller and its Affiliates), Representative, contractor or other third-party service providers of Seller, an Asset Selling Affiliate or any third partyTransferred Company pursuant to written, or
(b) challenging the ownership, use, validity, enforceability or registrability of any Owned Business IPR, or
(c) making any unauthorised use of or infringing any Business IPR, or breaching confidence, passing off or doing any actionable act of unfair competition in relation to the business or assets of any Target Group Companyvalid and enforceable confidentiality agreements with respect thereto.
10.8 So far as each Management Warrantor is aware, none of the activities of, or processes employed, or products, software or services dealt in, by the Target Group infringe the rights of any third party or breach confidence, nor make a Target Group Company liable to pay a fee or royalty.
10.9 All Business IPR will be available for use by the Target Group immediately following Closing (and thereafter) on substantially the same basis and at no greater cost as they were made available immediately prior to Closing.
Appears in 1 contract
Sources: Stock and Asset Purchase Agreement (Spirit AeroSystems Holdings, Inc.)
Intellectual Property Rights. 10.1 The Disclosure Documents include complete16.1 Each Party shall retain all Intellectual Property Rights and all materials, accurate facilities, equipment, and current details ofother assets provided by such Party pursuant to this Agreement. No Party will have any Intellectual Property Rights or materials, facilities, equipment, or other assets provided by the other Party hereunder except as specifically provided in this Agreement.
16.2 In the event of any third party claims for infringement of such third party’s Intellectual Property Rights, in connection with the Services TM shall defend and hold the Customer harmless from and against any such claim/action and shall pay all costs, damages, liabilities and all related expenses, that a court may finally award or as may be agreed in an out of court settlement.
16.3 Customer acknowledges that TM’s obligations to perform the Services will be impacted when the Customer’s materials, facilities, equipment, and other assets provided by the Customer are subject to an injunction or court order, precluding their use or infringes any third party’s Intellectual Property Rights. Consequently, TM will use commercially reasonable efforts to continue performing the Services using non-infringing materials, facilities, equipment, and other assets to the extent the Customer makes such items available subject however that TM will not be liable or held responsible, in any manner whatsoever, for any damages caused by the affected items during the affected period.
16.4 Without derogating the Customer’s representations and warranties under Clause 14 hereof, Customer warrants and represents to TM that:
(a) the provision and use of the Services including the Content conforms to and is in compliance with all Owned Business IPR which are registered (laws relating to property and/or proprietary rights including applications for registration)but not limited to Intellectual Property Rights and does not infringe the Intellectual Property Rights of any person or entity;
(b) all Owned Business IPR which are unregisteredit has been granted the license, right and/or approval to provide the Services and the Content to the Subscribers by the owners of the Intellectual Property Rights of the Services, appointed collecting societies and/or any person or entity entitled to remuneration for use of the Content;
(c) it has paid and shall continue to pay all Licensed Business IPR the necessary license fees and licences, agreements and permissions relating royalties to the Licensed Business IPR; and
(d) all Licensed Out IPR and all licences, agreements and permissions relating thereto.
10.2 All:
(a) Business IPR is either legally and beneficially owned solely by a Target Group Company or lawfully used with the consent owners of the owner under a written licence (details Intellectual Property Rights of which are set out in Disclosure Documents);
(b) Owned Business IPR is not subject the Content, appointed organisations and/or collecting societies and/or any person or entity entitled to any Encumbrance or any licence or authority in favour remuneration for use of another;
(c) Material Owned Business IPR are valid, subsisting and enforceable and nothing has been done, or not been done, as a result of which any of them has ceased or might cease to be valid, subsisting or enforceable and all renewal fees which are due and steps which are required for the maintenance and protection of all Material Owned Business IPR that is registered have been paid and takenContent;
(d) Material Owned Business IPR it shall provide to TM on a yearly basis or upon request from TM proof of evidence that is capable of registration and that a prudent businessman would have registered license, right and/or approval has been registered by a Target Group Companyobtained and all license fees and royalties have been paid to the rightful owners of the Intellectual Property Rights, appointed organisations and/or collecting societies and/or any person or entity entitled to remuneration for use of the Services;
(e) licences relating without prejudice to the Licensed Business IPR and Licensed Out IPR are in full force and effect, valid and binding, have been validly recorded or registered (where required), have been complied with in all material respects and no notice or intention TM’s right to terminate those licences has been given, and no claims have been made and no applications are pending which if pursued or granted might be material to the accuracy defend a claim alleging infringement of any of the above part of this warranty.
10.3 The Target Group does not require any Intellectual Property Rights in order to carry on its business as conducted in the 12 months prior to the date of this deed other than those rights which it is currently able to exercise, without restriction, in relation to the Intellectual Property Rights of a third party, Customer shall, upon the request of TM and at the Customer’s expense, conduct the defence of such a claim by a third party which it owns and which it is currently licensed alleges the infringement of the Intellectual Property Rights. Customer shall not make any admission of guilt or liability on behalf of TM without TM’s prior written approval;
(f) without prejudice to TM’s rights under the licences of Licensed Business IPR detailed in the Disclosure Documents.
10.4 The Target Group is entitled to use all Licensed Business IPR under licence for all purposes necessary to carry on its business.
10.5 Other than pursuant to the licences of Licensed Out IPRthis Agreement, no Target Group Company has granted and is not obliged to grant any licence, sub-licence, Encumbrance or assignment Customer shall indemnify TM in respect of any and all damages, costs and expenses (including but not limited to loss of profit and reasonable solicitor’s fees) in connection with any third party claim against TM that any of the Owned Business IPR Content provisioned by Customer or the Licensed Business IPR.
10.6 All confidential information (including know-how and trade secrets) owned or used by the Target Group has been kept confidential and has not been disclosed to third parties (other than parties who have signed written confidentiality undertakings in respect of such information, details of which are set out in the Disclosure Letter).
10.7 No Target Group Company has in the past three (3) years received written notice or otherwise become aware (and no person has otherwise threatened or otherwise asserted its use infringes any claim) of any person:Intellectual Property Rights; and
(ag) asserting without prejudice to TM’s rights under this Agreement, if it is determined by an independent tribunal of fact or law or if it is agreed between the Parties to the dispute that the use an infringement of any Business IPR by, or the activities of, a member of the Target Group infringed, misappropriated or otherwise violated the Intellectual Property Rights has occurred, Customer shall immediately and at its sole expense: (a) modify the Services including the Content in order to avoid further or other rights continuing infringement of any third party, or
the said Intellectual Property Rights; or (b) challenging remove the ownership, use, validity, enforceability or registrability of any Owned Business IPR, or
(c) making any unauthorised use of or infringing any Business IPR, or breaching confidence, passing off or doing any actionable act of unfair competition in relation to the business or assets of any Target Group Company.
10.8 So far as each Management Warrantor is aware, none elements of the activities of, or processes employed, or products, software or services dealt in, by the Target Group infringe the rights of any third party or breach confidence, nor make a Target Group Company liable to pay a fee or royaltyContent failing which this Agreement may be terminated in accordance with this Agreement.
10.9 All Business IPR will be available for use by the Target Group immediately following Closing (and thereafter) on substantially the same basis and at no greater cost as they were made available immediately prior to Closing.
Appears in 1 contract
Intellectual Property Rights. 10.1 The Disclosure Documents include completeCompany or one of its Subsidiaries is the owner of all right, accurate title and current details of:
(a) interest in and to, or has a valid and enforceable right to use pursuant to a written license, all Owned Business IPR which are registered trademarks, trade names, service marks, patents, patent applications, other patent rights, copyrights, domain names, software, inventions, processes, databases, know-how (including applications for registrationtrade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures) and other similar intellectual property rights, whether registered or unregistered and in any jurisdiction (collectively, “Intellectual Property Rights”) reasonably necessary to conduct their respective businesses as now conducted (“Company Intellectual Property Rights”);
(b) , free and clear of all Owned Business IPR which are unregistered;
(c) all Licensed Business IPR liens and licences, agreements and permissions relating to encumbrances. To the Licensed Business IPR; and
(d) all Licensed Out IPR and all licences, agreements and permissions relating thereto.
10.2 All:
(a) Business IPR is either legally and beneficially owned solely by a Target Group Company or lawfully used with the consent knowledge of the owner under a written licence (details Company, the Company and each of which are set out in Disclosure Documents);
(b) Owned Business IPR is not subject to any Encumbrance or any licence or authority in favour of another;
(c) Material Owned Business IPR are valid, subsisting and enforceable and nothing has been done, or not been done, its Subsidiaries’ businesses as a result of which any of them has ceased or might cease to be valid, subsisting or enforceable and all renewal fees which are due and steps which are required for the maintenance and protection of all Material Owned Business IPR that is registered have been paid and taken;
(d) Material Owned Business IPR that is capable of registration and that a prudent businessman would have registered has been registered by a Target Group Company;
(e) licences relating to the Licensed Business IPR and Licensed Out IPR are in full force and effect, valid and binding, have been validly recorded or registered (where required), have been complied with in all material respects and no notice or intention to terminate those licences has been given, and no claims have been made and no applications are pending which if pursued or granted might be material to the accuracy of any of the above part of this warranty.
10.3 The Target Group now conducted does not require infringe, conflict with or otherwise violate any Intellectual Property Rights in order of others, and neither the Company nor any of its Subsidiaries has received, or has any reason to carry on believe that it will receive, any notification of any pending or threatened actions, suits or proceedings by third parties for infringement or conflict with asserted Intellectual Property Rights of others, or any facts or circumstances which would render any Company Intellectual Property Rights invalid or inadequate to protect the interest of the Company or its business as conducted in Subsidiaries therein. To the 12 months prior knowledge of the Company, there is no infringement by third parties of any Company Intellectual Property Rights. There is no pending or, to the date knowledge of this deed other than those rights which it the Company, threatened action, suit, proceeding, material opposition, re-examination or claim relating to Company Intellectual Property Rights. The Company is currently able not a party to exerciseor bound by any options, without restriction, in relation licenses or agreements with respect to the Intellectual Property Rights which it owns and which it is currently licensed under the licences of Licensed Business IPR detailed any other person or entity that are required to be set forth in the Final Prospectus and are not described therein (the General Disclosure Documents.
10.4 The Target Group is entitled to use Package contains in all Licensed Business IPR under licence for all purposes necessary to carry on its business.
10.5 Other than pursuant to material respects the licences of Licensed Out IPR, no Target Group Company has granted and is not obliged to grant any licence, sub-licence, Encumbrance or assignment in respect of any same description of the Owned Business IPR or the Licensed Business IPR.
10.6 All confidential information (including know-how and trade secrets) owned or used by the Target Group has been kept confidential and has not been disclosed to third parties (other than parties who have signed written confidentiality undertakings in respect of such information, details of which are matters set out forth in the Disclosure Letter).
10.7 No Target Group Company has preceding sentence contained in the past three (3) years received written notice or otherwise become aware (and no person has otherwise threatened or otherwise asserted any claim) of any person:
(a) asserting that the use of any Business IPR by, or the activities of, a member of the Target Group infringed, misappropriated or otherwise violated the Final Prospectus). All licenses for Company Intellectual Property Rights or other for Intellectual Property Rights used by the Company or any of its Subsidiaries are valid, binding upon and enforceable by or against the Company or its Subsidiaries, as applicable, and, to the Company’s knowledge, against the parties thereto in accordance with their terms. None of the technology employed by the Company or any of its Subsidiaries has been obtained or is being used by the Company or any of its Subsidiaries in violation of any contractual obligation binding on the Company or any of its Subsidiaries or, to the Company’s knowledge, any of its or its Subsidiaries’ officers, directors or employees or otherwise in violation of the rights of any third party, or
(b) challenging the ownership, use, validity, enforceability or registrability of any Owned Business IPR, or
(c) making any unauthorised use of or infringing any Business IPR, or breaching confidence, passing off or doing any actionable act of unfair competition in relation . All material assignments from inventors to the business or assets of any Target Group Company.
10.8 So far as each Management Warrantor is aware, none Company have been obtained and filed with the appropriate patent offices for all of the activities ofCompany’s patent applications. The Company and each of its Subsidiaries has taken all commercially reasonable steps to protect, or processes employedmaintain and safeguard each of their respective rights in all Company Intellectual Property Rights, or products, software or services dealt in, by including the Target Group infringe the rights execution of any third party or breach confidence, nor make a Target Group Company liable to pay a fee or royaltyappropriate nondisclosure and confidentiality agreements.
10.9 All Business IPR will be available for use by the Target Group immediately following Closing (and thereafter) on substantially the same basis and at no greater cost as they were made available immediately prior to Closing.
Appears in 1 contract
Intellectual Property Rights. 10.1 The Disclosure Documents include completeExcept as set forth in the Registration Statement, accurate and current details of:
the Prospectus, Sangamo and the Subsidiaries own or possess the right to use all patents, trademarks, trademark registrations, service marks, service ▇▇▇▇ registrations, trade names, copyrights, licenses, inventions, software, databases, know-how, Internet domain names, trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures, and other intellectual property (acollectively, “Intellectual Property”) all Owned Business IPR which are registered (including applications for registration);
(b) all Owned Business IPR which are unregistered;
(c) all Licensed Business IPR necessary to carry on their respective businesses as currently conducted, and licencesas proposed to be conducted and described in the Prospectus, agreements and permissions relating Sangamo is not aware of any claim to the Licensed Business IPR; and
(d) all Licensed Out IPR and all licences, agreements and permissions relating thereto.
10.2 All:
(a) Business IPR is either legally and beneficially owned solely contrary or any challenge by a Target Group Company or lawfully used with any other person to the consent rights of the owner under Company and the Subsidiaries with respect to the foregoing except for those that could not have a written licence (details Material Adverse Effect. The Intellectual Property licenses described in the Prospectus are, to the knowledge of which are set out in Disclosure Documents);
(b) Owned Business IPR is not subject to any Encumbrance or any licence or authority in favour of another;
(c) Material Owned Business IPR are Sangamo, valid, subsisting binding upon, and enforceable by or against the parties thereto in accordance to its terms. Sangamo and nothing each Subsidiary has been done, or not been done, as a result of which any of them has ceased or might cease to be valid, subsisting or enforceable and all renewal fees which are due and steps which are required for the maintenance and protection of all Material Owned Business IPR that is registered have been paid and taken;
(d) Material Owned Business IPR that is capable of registration and that a prudent businessman would have registered has been registered by a Target Group Company;
(e) licences relating to the Licensed Business IPR and Licensed Out IPR are in full force and effect, valid and binding, have been validly recorded or registered (where required), have been complied with in all material respects and no notice or intention to terminate those licences has been givenwith, and is not in breach nor has received any asserted or threatened claim of breach of, any Intellectual Property license described in the Prospectus, and Sangamo has no claims have been made knowledge of any breach or anticipated breach by any other person to any such Intellectual Property license. Sangamo and no applications are pending which if pursued or granted might each Subsidiary’s businesses as now conducted and as proposed to be material conducted as set forth in the Registration Statement and the Prospectus, to the accuracy knowledge of Sangamo, do not and will not infringe or conflict with any patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses or other Intellectual Property or franchise right of any person. Sangamo has not received written notice of any material claim against Sangamo or any Subsidiary alleging the infringement by the Sangamo or any Subsidiary of any patent, trademark, service ▇▇▇▇, trade name, copyright, trade secret, license in or other intellectual property right or franchise right of any person. Sangamo and each Subsidiary has taken all reasonable steps to protect, maintain and safeguard its rights in all Intellectual Property, including the execution of appropriate nondisclosure and confidentiality agreements. The consummation of the transactions contemplated by this Agreement will not result in the loss or impairment of or payment of any additional amounts with respect to, nor require the consent of any other person in respect of, Sangamo or any of Subsidiary’s right to own, use, or hold for use any of the above part of this warranty.
10.3 The Target Group does not require any Intellectual Property Rights in order to carry on its business as conducted owned, used or held for use in the 12 months prior conduct of the businesses as currently conducted. Sangamo and each Subsidiary has duly and properly filed or caused to be filed with the United States Patent and Trademark Office (the “PTO”) and applicable foreign and international patent authorities all patent applications owned by the Company and the Subsidiaries (the “Company Patent Applications”). To the knowledge of Sangamo, Sangamo and each Subsidiary has complied with the PTO’s duty of candor and disclosure for the Company Patent Applications and has made no material misrepresentation in the Company Patent Applications. Sangamo is not aware of any information material to a determination of patentability regarding the Company Patent Applications not called to the date attention of this deed other than those rights which it the PTO or similar foreign authority. Sangamo is currently able to exercise, without restriction, in relation not aware of any information not called to the Intellectual Property Rights which it owns and which it is currently licensed under attention of the licences PTO or similar foreign authority that would preclude the grant of Licensed Business IPR detailed in a patent for the Disclosure Documents.
10.4 The Target Group is entitled to use all Licensed Business IPR under licence for all purposes necessary to carry on its business.
10.5 Other than pursuant Company Patent Applications. Sangamo has no knowledge of any information that would preclude the Company, or as applicable, any Subsidiary, from having clear title to the licences of Licensed Out IPR, no Target Group Company has granted and is not obliged to grant any licence, sub-licence, Encumbrance or assignment in respect of any of the Owned Business IPR or the Licensed Business IPRPatent Applications.
10.6 All confidential information (including know-how and trade secrets) owned or used by the Target Group has been kept confidential and has not been disclosed to third parties (other than parties who have signed written confidentiality undertakings in respect of such information, details of which are set out in the Disclosure Letter).
10.7 No Target Group Company has in the past three (3) years received written notice or otherwise become aware (and no person has otherwise threatened or otherwise asserted any claim) of any person:
(a) asserting that the use of any Business IPR by, or the activities of, a member of the Target Group infringed, misappropriated or otherwise violated the Intellectual Property Rights or other rights of any third party, or
(b) challenging the ownership, use, validity, enforceability or registrability of any Owned Business IPR, or
(c) making any unauthorised use of or infringing any Business IPR, or breaching confidence, passing off or doing any actionable act of unfair competition in relation to the business or assets of any Target Group Company.
10.8 So far as each Management Warrantor is aware, none of the activities of, or processes employed, or products, software or services dealt in, by the Target Group infringe the rights of any third party or breach confidence, nor make a Target Group Company liable to pay a fee or royalty.
10.9 All Business IPR will be available for use by the Target Group immediately following Closing (and thereafter) on substantially the same basis and at no greater cost as they were made available immediately prior to Closing.
Appears in 1 contract
Sources: Common Stock Purchase Agreement (Sangamo Biosciences Inc)
Intellectual Property Rights. 10.1 (a) The Disclosure Documents include completeconduct by GeoMed of its business does not, accurate to the best of its knowledge, infringe upon or violate or involve the misappropriation or other improper use of the trade secrets or the Intellectual Property of any Person. EXHIBIT C sets forth a complete and current details correct list of all Patent Rights licensed by GeoMed and pursuant to the License Agreement. SCHEDULE 4.9 sets forth a complete and correct list of the Intellectual Property registered in the name of GeoMed or as to which applications are currently pending. GeoMed is the exclusive licensee of the Licensed Subject Matter and has not entered into any sublicense or assignment agreement with respect to, or otherwise directly or indirectly conveyed to any Person any interest in any of:, the Licensed Subject Matter. Except as provided in the License Agreement, GeoMed is the sole and exclusive owner of all of the Intellectual Property, all of which is free from any Encumbrances and, to the best of its knowledge, no other Person or Governmental Body or subdivision thereof, has any valid claim of ownership with respect to the Intellectual Property whatsoever. To the best of GeoMed's knowledge, the Intellectual Property and the development, manufacture, use and sale of Products do not infringe any patent rights owned or possessed by any Third Party.
(a) SCHEDULE 4.17 indicates a true and complete list of all Owned Business IPR agreements or arrangements (i) pursuant to which are registered any of the Intellectual Property set forth on SCHEDULE 4.9 has been licensed to any Person other than GeoMed, or which permits use by any such other Person or (including applications for registration);ii) pursuant to which GeoMed has had Intellectual Property licensed to it, or has otherwise been permitted to use Intellectual Property.
(b) all Owned Business IPR No claim or demand of any Person has been made, nor is there any Proceeding that is pending or, to the best knowledge of the GeoMed and the Founders, threatened, nor to the best knowledge of the GeoMed and the Founders is there any basis for any valid claim, demand or Proceeding which (in any such case) (i) challenges the rights of GeoMed, or ▇▇. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ or any of their respective Affiliates in respect of the License Agreement or any Licensed Subject Matter or Intellectual Property or (ii) asserts that GeoMed, or any of their respective Affiliates are unregistered;infringing or otherwise in conflict with, or are required to pay any royalty, license fee, charge or other amount with regard to, the License Agreement or any Licensed Subject Matter or Intellectual Property. None of the License Agreement or the Licensed Subject Matter and none of the Intellectual Property set forth on SCHEDULE 4.9 is subject to any outstanding order, ruling, decree, judgement or stipulation where GeoMed or ▇▇. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ is or has been made a party by or with any court, arbitrator, or administrative agency, or has been the subject of any litigation within the last five (5) years, whether or not resolved in favor of GeoMed. Neither GeoMed nor ▇▇. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ has assigned, transferred, conveyed or otherwise encumbered its right, title and interest in the License Agreement or any Licensed Subject Matter or Intellectual Property or entered into any agreement with any Third Party with respect to the License Agreement or any Licensed Subject Matter or Intellectual Property which is in conflict with this Agreement.
(c) all Licensed Business IPR The Patent Rights and licences, agreements and permissions relating to the Licensed Business IPR; and
(d) all Licensed Out IPR and all licences, agreements and permissions relating thereto.
10.2 All:
(a) Business IPR is either legally and beneficially owned solely by a Target Group Company or lawfully used with the consent of the owner under a written licence (details of which Intellectual Property set forth on SCHEDULE 4.9 are set out in Disclosure Documents);
(b) Owned Business IPR is not subject to any Encumbrance or any licence or authority in favour of another;
(c) Material Owned Business IPR are valid, subsisting valid and enforceable and nothing has have been doneduly registered with, filed in or not been doneissued by, as a result of which any of them has ceased the case may be, the United States Patent and Trademark Office, United States Copyright Office or might cease to be validsuch other filing offices, subsisting domestic or enforceable foreign, as are listed on EXHIBIT C and all renewal fees which are due and steps which are required for the maintenance and protection of all Material Owned Business IPR that is registered have been paid and taken;
(d) Material Owned Business IPR that is capable of registration and that a prudent businessman would have registered has been registered by a Target Group Company;
(e) licences relating SCHEDULE 4.9. With respect to the Licensed Business IPR Patent Rights and Licensed Out IPR are the Intellectual Property set forth on SCHEDULE 4.9, GeoMed has taken such other actions to ensure protection under any applicable laws or regulations, and such registrations, filings, issuances and other actions remain in full force and effect.
(d) GeoMed and the Founders have disclosed to Titan all material information known by it regarding the License Agreement or the Licensed Subject Matter and the Intellectual Property, valid including, without limitation, the exercise of all options by it under the License Agreement.
(e) The copy of the License Agreement attached hereto as EXHIBIT B is true, complete and binding, correct and there have been validly recorded or registered (where required), have been complied with in all material respects and no notice or intention further amendments to terminate those licences has been givensuch agreement, and no claims have been made such agreement is in full force and no applications are pending which if pursued effect as of the date hereof.
(f) it has not previously assigned, transferred, conveyed or granted might be material to the accuracy of otherwise encumbered any of the above part of this warranty.
10.3 The Target Group does not require any Intellectual Property Rights in order to carry on its business as conducted right, title and interest in the 12 months prior to License Agreement, the date of this deed other than those rights which it is currently able to exercise, without restriction, in relation to Licensed Subject Matter or the Intellectual Property Rights which it owns and which it is currently licensed under the licences of Licensed Business IPR detailed in the Disclosure Documents.
10.4 The Target Group is entitled to use all Licensed Business IPR under licence for all purposes necessary to carry on its business.
10.5 Other than pursuant to the licences of Licensed Out IPR, no Target Group Company has granted and is not obliged to grant or entered into any licence, sub-licence, Encumbrance or assignment in respect of any of the Owned Business IPR or the Licensed Business IPR.
10.6 All confidential information (including know-how and trade secrets) owned or used by the Target Group has been kept confidential and has not been disclosed to third parties (other than parties who have signed written confidentiality undertakings in respect of such information, details of which are set out in the Disclosure Letter).
10.7 No Target Group Company has in the past three (3) years received written notice or otherwise become aware (and no person has otherwise threatened or otherwise asserted any claim) of any person:
(a) asserting that the use of any Business IPR by, or the activities of, a member of the Target Group infringed, misappropriated or otherwise violated the Intellectual Property Rights or other rights of any third party, or
(b) challenging the ownership, use, validity, enforceability or registrability of any Owned Business IPR, or
(c) making any unauthorised use of or infringing any Business IPR, or breaching confidence, passing off or doing any actionable act of unfair competition in relation to the business or assets of any Target Group Company.
10.8 So far as each Management Warrantor is aware, none of the activities of, or processes employed, or products, software or services dealt in, by the Target Group infringe the rights of agreement with any third party or breach confidence, nor make a Target Group Company liable which is in conflict with the Contemplated Transactions pursuant to pay a fee or royalty.
10.9 All Business IPR will be available for use by the Target Group immediately following Closing (and thereafter) on substantially the same basis and at no greater cost as they were made available immediately prior to Closing.this Agreement;
Appears in 1 contract
Intellectual Property Rights. 10.1 The Disclosure Documents include complete, accurate and current details of:
(a) Section 3.11(a) of the Company Disclosure Letter sets forth a true, complete and accurate list, as of the date of this Agreement, of all Owned Business IPR which are (i) patented, issued or registered Intellectual Property Rights owned (including or purported to be owned) by any Company Entity, (ii) pending patent applications and applications for registrationregistration of other Intellectual Property Rights owned (or purported to be owned) by any Company Entity; and (iii) Internet domain names registered to any Company Entity, including with respect to each of (i) – (iii);
(b, the owner thereof, the jurisdiction in which such item has been issued, registered or filed, the applicable issuance, grant, registration or serial number(s) all Owned Business IPR which are unregistered;
(c) all Licensed Business IPR and licencesrelated dates, agreements as applicable, the title and permissions relating to the Licensed Business IPR; and
(d) all Licensed Out IPR and all licences, agreements and permissions relating thereto.
10.2 All:
(a) Business IPR is either legally and beneficially owned solely by a Target Group Company or lawfully used with the consent status. Each of the owner under a written licence Intellectual Property Rights set forth on Section 3.11(a) of the Company Disclosure Letter is (details of which are set out in Disclosure Documents);
(bx) Owned Business IPR is not subject to any Encumbrance or any licence or authority in favour of another;
(c) Material Owned Business IPR are valid, subsisting and enforceable and nothing has been done, or not been done, as a result of which any of them has ceased or might cease to be valid, subsisting or enforceable and all renewal fees which are due and steps which are required for the maintenance and protection of all Material Owned Business IPR that is registered have been paid and taken;
(d) Material Owned Business IPR that is capable of registration and that a prudent businessman would have registered has been registered by a Target Group Company;
(e) licences relating to the Licensed Business IPR and Licensed Out IPR are in full force and effect, subsisting, valid and bindingenforceable, and (y) all registration, maintenance and renewal fees currently due in connection with such Intellectual Property Rights have been validly recorded or registered paid, all procedural requirements in connection with the application and registration thereof (where required), including the duty of candor) have been complied with in all material respects and no notice or intention to terminate those licences has been givena timely manner, and no claims all documents, recordations and certificates in connection with such Intellectual Property Rights required to be filed have been made filed with the applicable Governmental Entities in the United States or foreign jurisdictions, as the case may be, for the purposes of prosecuting, maintaining and no applications are pending which if pursued perfecting such Intellectual Property Rights and recording the Company Entities’ ownership interests therein. The Company Entities have taken reasonable steps to preserve, maintain and protect all of the Intellectual Property Rights owned or granted might purported to be material owned by the any of the Company Entities (the “Owned Intellectual Property”).
(b) One or more of the Company Entities solely and exclusively owns all right, title and interest in and to the accuracy Owned Intellectual Property, free and clear of all Liens (except for Permitted Liens), including the sole and exclusive right to enforce such Owned Intellectual Property; and all Owned Intellectual Property is fully transferrable, alienable and licensable by the Company Entities without restriction and without payment of any kind to any third party and without approval of any third party. One or more of the Company Entities owns or have a valid right to use and otherwise exploit (in each case free and clear of all Liens, except for Permitted Liens) all other material Intellectual Property Rights used in or necessary for the conduct of the Company Entities’ businesses as presently conducted. None of the Inbound Licenses are exclusive license grants.
(c) There are no royalties, honoraria, fees or other payments payable by any Company Entity to any Person (other than salaries, fees and other consideration payable to employees and independent contractors not contingent on or related to use of their work product) with respect to the use or other exploitation of Company Intellectual Property as a result of the ownership, use, possession, license-in, license-out, distribution, provision, marketing, sale or other exploitation of any Company Product by any Company Entity.
(d) Neither the execution, delivery or performance by the Company of this Agreement and each of the Ancillary Agreements to which any of the Company Entities is a party, nor the consummation of the transactions contemplated hereby and thereby, will: (i) result in the loss or impairment of any of the above part Company Intellectual Property, (ii) result in any obligation to disclose any Software source code, information or other materials held or controlled by any Company Entity, (iii) give rise to any right of this warranty.
10.3 The Target Group does not require any Person to terminate any rights under any Intellectual Property Rights Agreement, exercise any new or additional rights under any Intellectual Property Right, or receive any performance, benefit, remedy, payment, right or obligation relating to any Intellectual Property Right; or (iv) cause or result in order any Company Entity or any of its Affiliates (including Buyer): (A) granting to carry any Person any right, license or immunity to, or with respect to, any Intellectual Property Right; (B) being bound by, or subject to, any exclusivity, non-compete, covenant not to ▇▇▇ or enjoin, or other material restriction on its business as conducted the operation or scope of their respective businesses; or (C) being obligated to pay any royalties or other fees or consideration or offer any discounts to any Person with respect to any Company Intellectual Property or Company Products in excess of those payable or offered by the Company Entities in the 12 months absence of this Agreement, the Ancillary Agreements and the transactions contemplated hereby and thereby. Each item of Company Intellectual Property existing immediately prior to the date Closing will be available to the Company Entities on materially identical terms and conditions immediately after the Closing. No consent or approval is required under any Intellectual Property Agreement to maintain such Intellectual Property Agreement in force and effect as a result of the execution, delivery and performance by the Company of this deed other than those rights Agreement and each of the Ancillary Agreements to which it is currently able a party and the consummation of the transactions contemplated hereby and thereby.
(e) No Governmental Entity, university, college, other educational institution, research center or non-profit institution (collectively, “Institutions”) provides any facilities, personnel, or funding to exercise, without restriction, in relation to any Company Entity for the creation or development of any Intellectual Property Rights which it owns Right or Company Product, or any manufacturing processes used by any Company Entity for or to make any Company Product (or has previously done so); and which it is currently licensed under no Company Entity has provided any funding to any Institution for the licences of Licensed Business IPR detailed in the Disclosure Documents.
10.4 The Target Group is entitled to use all Licensed Business IPR under licence for all purposes necessary to carry on its business.
10.5 Other than pursuant to the licences of Licensed Out IPR, no Target Group Company has granted and is not obliged to grant any licence, sub-licence, Encumbrance or assignment in respect creation of any Intellectual Property Right. No Institution has any claim, right (or any option to obtain any rights) or interest in or to any: (i) Owned Intellectual Property or Company Product or (ii) Intellectual Property Right authored, developed, generated, discovered, conceived, reduced to practice, made or otherwise created by (collectively, “Created”) by any current or former employee or independent contractor of the any Company Entity (alone or with others) that relates in any manner to any Owned Business IPR Intellectual Property or the Licensed Business IPR.
10.6 All confidential information Company Product (including know-how and trade secrets) owned any manufacturing processes used for or used by the Target Group has been kept confidential and has not been disclosed to third parties (other than parties who have signed written confidentiality undertakings in respect of such information, details of which are set out in the Disclosure Lettermake any Company Product).
10.7 No Target Group (f) None of the Company Entities, the Company Intellectual Property, the Company Products or the conduct of the business of any Company Entity Infringes any Intellectual Property Right of any Person or has in the past three (3) years received written notice or otherwise become aware done so. There is no (and no person in the past three (3) years has otherwise been no) pending or to the Knowledge of the Company threatened Action involving any Company Entity, any Company Intellectual Property or otherwise asserted any claim) the use or exploitation thereof, Company Product or the conduct of the business of any person:Company Entity concerning (i) any Infringement, (ii) the enforceability, use (including any assertion of misuse), ownership, scope, licensing or validity of any Intellectual Property Right, or (iii) any demand or request for indemnification or payment of expenditures with respect any Intellectual Property Rights. There are no facts or circumstances that might reasonably serve as the basis for any such Action, and no Company Entity has received any written or oral notice, charge, complaint, claim, demand or inquiry (including unsolicited offers, demands or requests to license, or cease and desist letters) pertaining to any Intellectual Property Right. No Person is Infringing any material Owned Intellectual Property, or has done so in the past three (3) years.
(ag) asserting No Company Entities have received any written or oral opinion of counsel that any Company Product or the use operation of the business of such Company Entity does or does not Infringe any Intellectual Property Right of a Person or that any Intellectual Property Right of a third party is (or is not) valid or enforceable.
(h) No Owned Intellectual Property or Company Product is subject to any Action, outstanding Order or settlement contract that restricts in any manner the use, transfer, licensing, distribution, provisioning or other exploitation thereof by the Company Entities, or that affects the registrability, scope, ownership, use, validity or enforceability of any Business IPR bysuch Owned Intellectual Property.
(i) No Company Entities are now, or the activities ofnor have ever been, a member of the Target Group infringedor promoter of, misappropriated or otherwise violated the a contributor to, any industry standards body, standard-setting organization or any similar organization that could reasonably be expected to require or obligate any Company Entity to grant or offer to any third party any license or right to any Owned Intellectual Property, and there is no such requirement or obligation to grant or offer any such license or right to any Owned Intellectual Property.
(j) No Company Entity has (i) transferred ownership of, or agreed to transfer, or granted any exclusive or perpetual right or license with respect to, any Company Intellectual Property (or any Intellectual Property Rights that would have constituted Company Intellectual Property but for such transfer) to any other Person or (ii) granted any Person the right to modify, enhance or create derivative works of any of Company Intellectual Property other than modifications, enhancement or derivative works that are owned by one or more Company Entities.
(k) Except as set forth on Section 3.11(k) of the Company Disclosure Letter, no Person that has licensed Intellectual Property Rights to the Company Entities has ownership or license rights to improvements or derivative works of such in-licensed Intellectual Property Rights that are Created by the Company Entities.
(l) Each Company Entity has (i) taken all reasonable measures to protect and preserve its rights in the Company Intellectual Property and the confidentiality of all Trade Secrets (including, in each case, any information that would have been a Trade Secret but for any failure of a Company Entity to act in a manner consistent with this Section 3.11(l)) and other confidential information owned or held by any Company Entity or of Trade Secrets and other confidential or protected information provided by any third party to the Company Entities (collectively, “Company Confidential Information”), (ii) only disclosed any material technical Trade Secrets to Persons pursuant to the terms of a written contract that requires the Person receiving such Trade Secrets to reasonably protect and not disclose such Trade Secrets, and (iii) only disclosed any Company Confidential Information to Persons with a binding duty of confidentiality to the Company Entities or pursuant to the terms of a written contract that requires the Person receiving such Company Confidential Information to reasonably protect and not disclose such Company Confidential Information. There has not been any unauthorized disclosure or use of, or access to, any Company Confidential Information in any material respect. No Company Entity has disclosed, delivered or licensed to any third party, oragreed to disclose, deliver or license to any third party, or permitted the disclosure or delivery to any escrow agent or other third party of, any material source code owned (or purported to be owned) by any Company Entity, except for (A) disclosures to employees under binding written contracts or other binding legal obligations or (B) disclosures to independent contractors under binding written contracts that reasonably restrict the use and disclosure of such proprietary source code and impose reasonable security obligations regarding such source code.
(bm) challenging the No present or former employee, officer, founder, consultant or contractor of any Company Entity has any ownership, uselicense, validityclaim or other right, enforceability title or registrability interest in any Owned Intellectual Property. Each current and former employee, officer, founder, consultant and contractor of any Owned Business IPRCompany Entity who has Created any Intellectual Property Right for any Company Entity, or
has executed and delivered to that Company Entity a written and enforceable contract that assigns to the Company Entity, without any obligation of payment or entitlement to further compensation (c) making any unauthorised other than salaries or other payments that are not contingent on or related to use of any work product), all right, title and interest in and to any such Intellectual Property Right, except where ownership of such Intellectual Property Rights vests in the Company Entity by operation of applicable Law. No present or infringing former employee, officer, founder, consultant or contractor of any Business IPRCompany Entity is in violation of any such contract, or breaching confidencehas Created any copyrightable, passing off patentable or doing otherwise proprietary work for any actionable act of unfair competition in relation Company Entity that is subject to the business any contract under which such employee, officer, founder, consultant or assets of any Target Group Company.
10.8 So far as each Management Warrantor is aware, none of the activities of, contractor has assigned or processes employed, or products, software or services dealt in, by the Target Group infringe the rights of otherwise granted to any third party any rights (including Intellectual Property Rights) in or breach confidenceto such copyrightable, patentable or otherwise proprietary work. No Company Entity, nor make a Target Group Company liable any of the current or former employees, officers, founders, consultants, contractors or agents of any of them, has done, or failed to pay a fee do, any act or royaltything which prejudices the validity or enforceability of any of the Owned Intellectual Property.
10.9 All Business IPR will be (n) The Company Entities are in compliance, in all material respects, with the contracts governing their use of Open Source Materials. No Company Entity has used, incorporated, combined, modified, linked, hosted, distributed or otherwise accessed any Open Source Materials in any manner that (i) grants, or purports to grant, creates, or purports to create, or requires the Company Entity license, disclose, distribute, make available or grant any rights in or to any Intellectual Property Right, source code or other materials, including any Intellectual Property Right that is incorporated into, or integrated, combined, linked or distributed with, any Company Product; or, (ii) imposes any material limitation, restriction, or condition on the right of the Company Entity to use or distribute any Company Product.
(o) The Company Systems (i) are in good working order, (ii) have not materially malfunctioned, (iii) are free of any material defects, bugs and errors, (iv) do not contain or make available any disabling Software, code or instructions, spyware, Trojan horses, worms, viruses or other Software routines that permit or cause unauthorized access to, or disruption, impairment, disablement, or destruction of any Software, data or other materials and (v) are sufficient for use by the Target Group immediately following Closing existing needs of the business of each Company Entity, as currently conducted. The Company Entities maintain commercially reasonable security, disaster recovery and business continuity plans.
(p) Except as set forth on Section 3.11(p) of the Company Disclosure Letter, each Company Entity has taken reasonable steps and thereafterimplemented reasonable safeguards to ensure that the Company Systems are free from disabling Software, code or instructions, spyware, Trojan horses, worms, viruses or other Software routines that permit or cause unauthorized access to, or disruption, impairment, disablement, or destruction of, any Software, data or other materials, and to protect the confidentiality, integrity, and security of the Company Systems and all information stored, processed, or contained therein. No Person has gained unauthorized access to any Company System in the past three (3) on substantially the same basis and at no greater cost as they were made available immediately prior to Closingyears.
Appears in 1 contract
Sources: Purchase and Sale Agreement (Enpro Industries, Inc)
Intellectual Property Rights. 10.1 The Disclosure Documents include complete, accurate and current details of:
(a) Unless otherwise agreed by the Parties, the Parties acknowledges that PERNEC shall own any and all Owned Business IPR of the Intellectual Property rights in relation to any Deliverables (inclusive but not limited to customization of the Deliverables which are registered (including applications for registrationis dedicated to PERNEC);, solutions, design and/or any other works derived under this PO. The Supplier shall not during or at any time after the expiry or termination of this PO in any way question or dispute the rights to, or ownership by PERNEC.
(b) The Supplier shall fully indemnify and keep indemnified PERNEC from and against all Owned Business IPR which are unregistered;claims, allegations, demands, judgments, suits, actions, recoveries, liabilities, fines, losses, damages, costs and expenses ("Claim"), arising out of or related to any alleged infringement, violation or misappropriation of any third parties Intellectual Property rights due to PERNEC’s purchase, use and/or possession of the Deliverables.
(c) all Licensed Business IPR If any Deliverables become, or are likely to become, the subject of a Claim of infringement, violation or misappropriation of Intellectual Property Rights, the Supplier will, in addition to its obligation to indemnify PERNEC as provided herein and licences, agreements and permissions relating to the Licensed Business IPRother rights PERNEC may have under this PO or at law, in equity or otherwise, promptly take the following actions at no additional charge to PERNEC and in the listed order of priority:
(i) secure the right to continue using and possessing the Deliverables and any parts thereof;
(ii) replace or modify such Deliverables to make it non-infringing, such that the replacement or modification will not degrade the performance or quality of the affected component of the Deliverables; andor
(iii) remove such Deliverables from the rest of the Deliverables and refund to PERNEC all fees and charges associated with such Deliverables.
(d) all Licensed Out IPR and all licencesIn the event that PERNEC is served with a warning or demand letter and/or legal proceedings are instituted against PERNEC, agreements and permissions relating thereto.
10.2 All:
(a) Business IPR is either legally and beneficially owned solely by a Target Group Company alleging that the Deliverables or lawfully used with the consent any parts thereof or PERNEC’s purchase, use and/or possession of the owner under a written licence (details of which are set out in Disclosure Documents);
(b) Owned Business IPR is not subject to any Encumbrance or any licence or authority in favour of another;
(c) Material Owned Business IPR are valid, subsisting and enforceable and nothing has been done, or not been done, as a result of which any of them has ceased or might cease to be valid, subsisting or enforceable and all renewal fees which are due and steps which are required for the maintenance and protection of all Material Owned Business IPR that is registered have been paid and taken;
(d) Material Owned Business IPR that is capable of registration and that a prudent businessman would have registered has been registered by a Target Group Company;
(e) licences relating to the Licensed Business IPR and Licensed Out IPR are in full force and effect, valid and binding, have been validly recorded or registered (where required), have been complied with in all material respects and no notice or intention to terminate those licences has been given, and no claims have been made and no applications are pending which if pursued or granted might be material to the accuracy of any of the above part of this warranty.
10.3 The Target Group does not require any Intellectual Property Rights in order to carry on its business as conducted in the 12 months prior to the date of this deed other than those rights which it is currently able to exercise, without restriction, in relation to Deliverables infringe the Intellectual Property Rights which it owns and which it is currently licensed under the licences of Licensed Business IPR detailed in the Disclosure Documents.
10.4 The Target Group is entitled to use all Licensed Business IPR under licence for all purposes necessary to carry on its business.
10.5 Other than pursuant to the licences of Licensed Out IPR, no Target Group Company has granted and is not obliged to grant any licence, sub-licence, Encumbrance or assignment in respect of any of the Owned Business IPR or the Licensed Business IPR.
10.6 All confidential information (including know-how and trade secrets) owned or used by the Target Group has been kept confidential and has not been disclosed to third parties (other than parties who have signed written confidentiality undertakings in respect of such information, details of which are set out in the Disclosure Letter).
10.7 No Target Group Company has in the past three (3) years received written notice or otherwise become aware (and no person has otherwise threatened or otherwise asserted any claim) of any person:
(a) asserting that the use of any Business IPR by, or the activities of, a member of the Target Group infringed, misappropriated or otherwise violated the Intellectual Property Rights or other rights of any a third party, or
(b) challenging PERNEC, at its sole discretion, may, in addition to its rights hereunder, terminate this PO at any time without any penalty, liability or further obligation and PERNEC may pursue all remedies available under the ownership, use, validity, enforceability PO or registrability of any Owned Business IPR, or
(c) making any unauthorised use of or infringing any Business IPR, or breaching confidence, passing off or doing any actionable act of unfair competition in relation to at law for the business or assets of any Target Group Company.
10.8 So far as each Management Warrantor is aware, none Supplier/s breach of the activities of, or processes employed, or products, software or services dealt in, by the Target Group infringe the rights of any third party or breach confidence, nor make a Target Group Company liable to pay a fee or royaltyPO.
10.9 All Business IPR will be available for use by the Target Group immediately following Closing (and thereafter) on substantially the same basis and at no greater cost as they were made available immediately prior to Closing.
Appears in 1 contract
Sources: Purchase Agreement
Intellectual Property Rights. 10.1 The Disclosure Documents include complete(a) As of the date of this Agreement, accurate and current details of:Schedule 4.10
(a) contains a list of all Owned Business IPR which are registered (including the patents, trademark registrations, material unregistered trademarks, copyright registrations, mask work registrations and applications for registrationany of the foregoing included in the Purchased Assets or owned by the FHS Companies (together with all other Intellectual Property included in the Purchased Assets or owned by the FHS Companies the "Transferred Intellectual Property Assets");. The Transferred Intellectual Property Assets are owned by ITT, ITTME or the FHS Companies.
(b) As of the date of this Agreement, Schedule 4.10(b) contains a list of all Owned Contracts (i) involving licenses granted by the Sellers or any FHS Company to any third party with respect to any material Transferred Intellectual Property Assets (except for non-exclusive licenses granted in the ordinary course of business) and (ii) that grant a license for the use of third party Intellectual Property (other than for the use of commercial off-the-shelf personal computer software) to ITT or any Affiliate of ITT in respect of the Business. Such agreements are valid and enforceable, except to the extent that any invalidity or unenforceability of any of the foregoing agreements would not give rise to a Business IPR which are unregistered;Material Adverse Effect.
(c) all Licensed Business IPR and licencesAs of the date of this Agreement, agreements and permissions except as set forth in Schedule 4.10(c): (i) within the past five years there has been no claim made against any Seller or any FHS Company asserting the invalidity, misuse or unenforceability of any of the Transferred Intellectual Property Asset or challenging any Seller's or any FHS Company's right to the use or ownership of any of such Transferred Intellectual Property Asset; (ii) within the past five years there have not been any charges of infringement or misappropriation of any Intellectual Property of any third party relating to the Licensed operation of the Business; and (iii) to the knowledge of ITT, the conduct of the Business IPR; andas currently conducted does not infringe any Intellectual Property of any third party.
(d) all Licensed Out IPR ITT and all licences, agreements and permissions relating thereto.
10.2 All:
(a) ITTA have conducted the Business IPR is either legally and beneficially owned solely by a Target Group Company or lawfully used in compliance with the consent of Amended Injunction entered by the owner under a written licence (details of which are set out court in Disclosure Documents);
(b) Owned Business IPR is not subject to any Encumbrance or any licence or authority in favour of another;
(c) Material Owned Business IPR are validK-Tube Corporation ▇. ▇▇▇▇▇▇▇▇ Stainless Tube et al, subsisting and enforceable and nothing has been doneNo. C-90-1653-JLQ, or not been doneon April 4, 1995, as a result of which any of them has ceased or might cease to be validmodified by the Settlement Agreement Under Seal entered into by K-Tube Corporation, subsisting or enforceable Sterling Stainless Tube Corporation, ITTA and all renewal fees which are due ITT on July 25, 1996 and steps which are required for subsequently approved by the maintenance and protection of all Material Owned Business IPR that is registered have been paid and taken;
(d) Material Owned Business IPR that is capable of registration and that a prudent businessman would have registered has been registered by a Target Group Company;court.
(e) licences relating to The Transferred Intellectual Property Assets, the Licensed Business IPR Intellectual Property and Licensed Out IPR are licenses set forth in full force and effect, valid and binding, have been validly recorded or registered (where required), have been complied with in Schedule 4.10(b) comprise all material respects and no notice or intention to terminate those licences has been given, and no claims have been made and no applications are pending which if pursued or granted might be material to the accuracy of any of the above part of this warranty.
10.3 The Target Group does not require any material Intellectual Property Rights in order to carry on its business as conducted in the 12 months prior to the date of this deed rights owned by or, other than those rights which it is currently able to exercise, without restriction, in relation to the Intellectual Property Rights which it owns and which it is currently licensed under the licences of Licensed Business IPR detailed in the Disclosure Documents.
10.4 The Target Group is entitled to use all Licensed Business IPR under licence for all purposes necessary to carry on its business.
10.5 Other than pursuant to the licences of Licensed Out IPR, no Target Group Company has granted and is not obliged to grant any licence, sub-licence, Encumbrance or assignment in respect of any software, licensed to the Sellers or their Affiliates and used in the conduct and operation of the Owned Business IPR or as of the Licensed Business IPR.
10.6 All confidential information (including know-how and trade secrets) owned or date hereof. To the knowledge of ITT, there are no Intellectual Property rights currently used by the Target Group has been kept confidential and has not been disclosed to third parties (Business other than parties who have signed written confidentiality undertakings the Transferred Intellectual Property Assets, the Licensed Intellectual Property and the licenses set forth in respect of such information, details of which are set out in the Disclosure LetterSchedule 4.10(b).
10.7 No Target Group (f) Neither ITT nor any of its Affiliates owns Intellectual Property which is not owned by an FHS Company has or is Purchased Assets and (i) is based on inventions, discoveries, designs or writings made in whole or part by a person who was an employee or independent contractor of the Business or any predecessor thereof at the time of such making or by a group of persons at least some of whom were employees or independent contractors of the Business or any predecessor thereof, at the time of such making or (ii) is or relates to a tradename, trademark or service ▇▇▇▇ used exclusively in the past three Business or (3iii) years received written notice or otherwise become aware (and no person has otherwise threatened or otherwise asserted any claim) of any person:
(a) asserting that the use of any Business IPR by, or the activities of, a member of the Target Group infringed, misappropriated or otherwise violated the Intellectual Property Rights or other rights of any third party, or
(b) challenging the ownership, use, validity, enforceability or registrability of any Owned Business IPR, or
(c) making any unauthorised use of or infringing any Business IPR, or breaching confidence, passing off or doing any actionable act of unfair competition in relation to the business or assets of any Target Group Company.
10.8 So far as each Management Warrantor is aware, none of the activities of, or processes employed, or products, software or services dealt in, was purchased by the Target Group infringe Business or any predecessor thereof specifically for the rights of any third party or breach confidence, nor make a Target Group Company liable to pay a fee or royaltyBusiness.
10.9 All Business IPR will be available for use by the Target Group immediately following Closing (and thereafter) on substantially the same basis and at no greater cost as they were made available immediately prior to Closing.
Appears in 1 contract
Sources: Stock and Asset Purchase Agreement (Cooper-Standard Holdings Inc.)
Intellectual Property Rights. 10.1 The Disclosure Documents include complete, accurate and current details of:
(a) To the knowledge of Seller, Seller and the Seller Subsidiaries own or have the right to use all Owned Business IPR which intellectual property used to conduct their respective businesses (such intellectual property and the rights thereto are registered (including applications for registrationcollectively referred to herein as the “Seller IP Rights”);, except where the failure so to own or have the right to use has not had, or could not reasonably be expected to have, a Seller Material Adverse Effect. No royalties or other payments are payable to any Person with respect to commercialization of any products presently sold or under development by Seller or the Seller Subsidiaries.
(b) all Owned Business IPR which are unregistered;Except as has not had, or could not reasonably be expected to have, a Seller Material Adverse Effect, the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby will not (i) constitute a breach of any instrument or agreement governing any Seller IP Rights, (ii) cause the modification of any term of any license or agreement relating to any Seller IP Rights including but not limited to the modification of the effective rate of any royalties or other payments provided for in any such license or agreement, (iii) cause the forfeiture or termination of any Seller IP Rights, (iv) give rise to a right of forfeiture or termination of any Seller IP Rights or (v) impair the right of Seller or the Surviving Corporation to use, sell or license any Seller IP Rights or portion thereof.
(c) all Licensed Business IPR Neither the manufacture, marketing, license, sale or intended use of any product or technology currently licensed or sold or under development by Seller or any of the Seller Subsidiaries (i) violates in any material respect any license or agreement between Seller or any of the Seller Subsidiaries and licences, agreements and permissions relating any third party or (ii) to the Licensed Business IPRknowledge of Seller, infringes in any material respect any patents or other intellectual property rights of any other party; andand there is no pending or, to the knowledge of Seller, threatened claim or litigation contesting the validity, ownership or right to use, sell, license or dispose of any Seller IP Rights, or asserting that any Seller IP Rights or the proposed use, sale, license or disposition thereof, or the manufacture, use or sale of any Seller products, conflicts or will conflict with the rights of any other party.
(d) all Licensed Out IPR and all licences, agreements and permissions relating thereto.
10.2 All:
(aSchedule 3.17(d) Business IPR is either legally and beneficially owned solely by a Target Group Company or lawfully used with the consent of the owner under a written licence (details Seller Disclosure Statement lists all patents, trade names, registered trademarks and service marks, and applications for any of which are set out in Disclosure Documents);
(b) Owned Business IPR is not subject to any Encumbrance the foregoing owned or possessed by Seller or any licence or authority in favour of another;
(c) Material Owned Business IPR are valid, subsisting the Seller Subsidiaries and enforceable true and nothing has been done, or not been done, as a result complete copies of which any of them has ceased or might cease to be valid, subsisting or enforceable and all renewal fees which are due and steps which are required for the maintenance and protection of all Material Owned Business IPR that is registered such materials have been paid and taken;
(d) Material Owned Business IPR that is capable of registration and that a prudent businessman would have registered has been registered by a Target Group Company;made available to Buyer.
(e) licences relating Seller has provided to Buyer a true and complete copy of its standard form of employee confidentiality agreement and has taken all commercially reasonably necessary steps to ensure that all employees of Seller and the Licensed Business IPR and Licensed Out IPR are in full force and effect, valid and binding, Seller Subsidiaries have been validly recorded executed such an agreement. Seller has taken all commercially reasonably necessary steps to ensure that all consultants or registered (where required), third parties with access to material proprietary information of Seller have been complied with in all material respects and no notice or intention to terminate those licences has been given, and no claims have been made and no applications are pending which if pursued or granted might be material to executed appropriate non-disclosure agreements that adequately protect the accuracy of any of the above part of this warrantySeller IP Rights.
10.3 The Target Group does (f) Seller has taken all commercially reasonably necessary steps to ensure that Seller’s and the Seller Subsidiaries’ material source codes and material trade secrets have not require any Intellectual Property Rights in order to carry on its business as conducted in been used, distributed or otherwise commercially exploited under circumstances which would cause the 12 months loss of copyright prior to the statutory expiration date or the loss of this deed other than those rights which it is currently able to exercise, without restriction, in relation to the Intellectual Property Rights which it owns and which it is currently licensed under the licences of Licensed Business IPR detailed in the Disclosure Documentstrade secret status.
10.4 The Target Group is entitled to use all Licensed Business IPR under licence for all purposes necessary to carry on its business.
10.5 Other than pursuant to (g) To the licences knowledge of Licensed Out IPR, no Target Group Company has granted and is not obliged to grant any licence, sub-licence, Encumbrance or assignment in respect of any of the Owned Business IPR or the Licensed Business IPR.
10.6 All confidential information (including know-how and trade secrets) owned or used by the Target Group has been kept confidential and has not been disclosed to third parties (other than parties who have signed written confidentiality undertakings in respect of such information, details of which are set out in the Disclosure Letter).
10.7 No Target Group Company has in the past three (3) years received written notice or otherwise become aware (and no person has otherwise threatened or otherwise asserted any claim) of any person:
(a) asserting that the use of any Business IPR by, or the activities of, a member of the Target Group infringed, misappropriated or otherwise violated the Intellectual Property Rights or other rights of any third party, or
(b) challenging the ownership, use, validity, enforceability or registrability of any Owned Business IPR, or
(c) making any unauthorised use of or infringing any Business IPR, or breaching confidence, passing off or doing any actionable act of unfair competition in relation to the business or assets of any Target Group Company.
10.8 So far as each Management Warrantor is awareSeller, none of the activities ofemployees or consultants of Seller or any of the Seller Subsidiaries is obligated under any contract, covenant or other agreement or commitment of any nature, or processes employedsubject to any judgment, decree or productsorder of any court or administrative agency, software that would interfere with the use of such employee’s or services dealt inconsultant’s best efforts to promote the interests of Seller and the Seller Subsidiaries or that would conflict with the business of Seller as presently conducted or proposed to be conducted. Neither Seller nor any of the Seller Subsidiaries has entered into any agreement to indemnify any other person, including but not limited to any employee or consultant of Seller or any of the Seller Subsidiaries, against any charge of infringement, misappropriation or misuse of any intellectual property, other than indemnification provisions contained in purchase orders, customer agreements, reseller agreements or distribution agreements, arising in the ordinary course of business. All current employees and consultants and, to the knowledge of Seller, all former employees and consultants whose employment with Seller was terminated after July 1, 2002, of any of Seller or any of the Seller Subsidiaries have signed valid and enforceable written assignments to Seller or the Seller Subsidiaries of any and all rights or claims in any intellectual property that any such employee or consultant has or may have by reason of any contribution, participation or other role in the development, conception, creation, reduction to practice or authorship of any invention, innovation, development or work of authorship or any other intellectual property that is used in the business of Seller, and Seller and the Seller Subsidiaries possess signed copies of all such written assignments by such employees and consultants. With respect to assignments of patents or application for patents, Seller and the Seller Subsidiaries possess signed copies of assignments from the inventors of the intellectual property covered by the Target Group infringe the rights of any third party or breach confidence, nor make a Target Group Company liable to pay a fee or royaltypatents and applications.
10.9 All Business IPR will be available for use by the Target Group immediately following Closing (and thereafter) on substantially the same basis and at no greater cost as they were made available immediately prior to Closing.
Appears in 1 contract
Intellectual Property Rights. 10.1 (i) The Disclosure Documents include completeConcessionaire accepts and agrees that the Grantor / Authority shall be the absolute and exclusive owner and proprietor of all the details, accurate plans, specifications, schedules, programs, budget, reports, calculations and current details of:
(a) all Owned Business IPR which are registered (including applications for registration);
(b) all Owned Business IPR which are unregistered;
(c) all Licensed Business IPR and licences, agreements and permissions other work relating to the Licensed Business IPR; andProject hereafter referred to as "Proprietary Material", which have been or are hereafter written, originated or made by any of the Concessionaire or the Persons claiming through or under it or any of their respective employees, contractors, consultants or agents in connection with this Agreement or the design, construction, insurance and financing of the Project. All Proprietary Material shall be clearly marked as such in capital letters and in bold face print. The Concessionaire shall not either directly or in-directly use the trademarks of NFDB.
(dii) The Grantor / Authority shall own all Licensed Out IPR the intellectual property rights in or relating to the Proprietary Material and all licencesrights, agreements privileges, entitlements, interests, property and permissions relating theretobenefits and associated rights whatsoever therein for the full period in accordance with the Applicable Laws and with all the reservations and extensions thereof and together with the exclusive right of the Grantor / Authority to use such information and intellectual property/authorize the use thereof by Third Parties in India and abroad in any form, including without limitation the right to reproduce, translate, edit, modify, distribute, sell or assign such rights, with or without consideration.
10.2 All:(iii) The Grantor / Authority shall have the exclusive right to apply for/procure registration of the intellectual property rights at its cost with relevant competent authorities in India and abroad.
(aiv) Business IPR is either legally The Concessionaire and beneficially the Grantor / Authority hereby grant to each other an irrevocable, royalty-free, non-exclusive Concession to use all proprietary material owned solely by a Target Group Company or lawfully used with the consent of the owner under a written licence (details of which are set out in Disclosure Documents);
(b) Owned Business IPR is not subject to any Encumbrance or any licence or authority in favour of another;
(c) Material Owned Business IPR are valid, subsisting and enforceable and nothing has been done, or not been done, as a result of which any of them has ceased or might cease to be valid, subsisting or enforceable and all renewal fees which are due and steps which are required for the maintenance and protection of all Material Owned Business IPR that is registered have been paid and taken;
(d) Material Owned Business IPR that is capable of registration and that a prudent businessman would have registered has been registered by a Target Group Company;
(e) licences relating to the Licensed Business IPR and Licensed Out IPR are in full force and effect, valid and binding, have been validly recorded or registered (where required), have been complied with in all material respects and no notice or intention to terminate those licences has been given, and no claims have been made and no applications are pending which if pursued or granted might be material to the accuracy of any of their respective employees, contractors, consultants or agents in connection with this Agreement or the above part design, construction, insurance and financing of this warranty.
10.3 The Target Group does not require any Intellectual Property Rights in order to the Project. Such Concession shall carry on its business as conducted in the 12 months prior to the date of this deed other than those rights which it is currently able to exercise, without restriction, in relation to the Intellectual Property Rights which it owns and which it is currently licensed under the licences of Licensed Business IPR detailed in the Disclosure Documents.
10.4 The Target Group is entitled right to use all Licensed Business IPR under licence such material for all purposes necessary connected with the Project; however, it shall not be transferable to carry on its business.
10.5 Other any Person other than pursuant to the licences permitted assignee under this Agreement. Such Concession shall discontinue on the termination or expiry of Licensed Out IPR, no Target Group Company has granted and is not obliged to grant any licence, sub-licence, Encumbrance or assignment in respect of any of the Owned Business IPR this Agreement or the Licensed Business IPRdischarge by any Party of its duties hereunder.
10.6 All confidential information (including know-how and trade secrets) owned or used by the Target Group has been kept confidential and has not been disclosed to third parties (other than parties who have signed written confidentiality undertakings in respect of such information, details of which are set out in the Disclosure Letter).
10.7 No Target Group Company has in the past three (3) years received written notice or otherwise become aware (and no person has otherwise threatened or otherwise asserted any claim) of any person:
(a) asserting that the use of any Business IPR by, or the activities of, a member of the Target Group infringed, misappropriated or otherwise violated the Intellectual Property Rights or other rights of any third party, or
(b) challenging the ownership, use, validity, enforceability or registrability of any Owned Business IPR, or
(c) making any unauthorised use of or infringing any Business IPR, or breaching confidence, passing off or doing any actionable act of unfair competition in relation to the business or assets of any Target Group Company.
10.8 So far as each Management Warrantor is aware, none of the activities of, or processes employed, or products, software or services dealt in, by the Target Group infringe the rights of any third party or breach confidence, nor make a Target Group Company liable to pay a fee or royalty.
10.9 All Business IPR will be available for use by the Target Group immediately following Closing (and thereafter) on substantially the same basis and at no greater cost as they were made available immediately prior to Closing.
Appears in 1 contract
Sources: Concession Agreement
Intellectual Property Rights. 10.1 The Disclosure Documents include complete(i) Seller exclusively owns or holds a valid license, accurate in and current details of:to the Intellectual Property set forth in such Schedule 1.1(c) to this Agreement.
(aii) all Owned Business IPR which are Schedule 1.1(c) to this Agreement sets forth a true, correct and complete list of the registered (including applications for registration);
(b) all Owned Business IPR which are unregistered;
(c) all Licensed Business IPR and licencesIntellectual Property owned by, agreements and permissions relating exclusively licensed to the Licensed Business IPR; and
(d) all Licensed Out IPR and all licences, agreements and permissions relating thereto.
10.2 All:
(a) Business IPR is either legally and beneficially owned solely or otherwise controlled by a Target Group Company or lawfully used Seller in connection with the consent Inventory or the conduct of the owner under a written licence Business, or used exclusively in, or necessary for the sale of the Inventory or the conduct of the Business (details of which are set out in Disclosure Documents);
(b) Owned Business IPR is not subject to any Encumbrance other than domain names that include “rdigest”, “rda”, “rd”, “readersdigest” or any licence or authority in favour derivative thereof). Each Intellectual Property Contract is, and as of another;
the Closing Date each will be, valid and binding on Seller, and to Seller’s knowledge, on the other parties thereto, and is (cand as of the Closing Date will be) Material Owned Business IPR are valid, subsisting and enforceable and nothing has been done, or not been done, as a result of which any of them has ceased or might cease to be valid, subsisting or enforceable and all renewal fees which are due and steps which are required for the maintenance and protection of all Material Owned Business IPR that is registered have been paid and taken;
(d) Material Owned Business IPR that is capable of registration and that a prudent businessman would have registered has been registered by a Target Group Company;
(e) licences relating to the Licensed Business IPR and Licensed Out IPR are in full force and effect. Except as set forth on Schedule 3.1(f) to this Agreement, valid and binding, have been validly recorded or registered (where required), have been complied with in all material respects and no notice or intention to terminate those licences has been given, and no claims have been made and no applications are pending which if pursued or granted might be material to the accuracy of any consummation of the above part transactions contemplated hereby will not result in a breach of this warranty.
10.3 The Target Group does not require or default under any Intellectual Property Rights Contract, and will not otherwise cause any Intellectual Property Contract to cease to be legal, valid, binding, enforceable and in order full force and effect on identical terms following the Closing. Seller has taken commercially reasonable efforts to carry on its business protect the Intellectual Property rights set forth in Schedule 1.1(c) to this Agreement. Except as conducted set forth in the 12 months prior to the date Schedule 3.1(f), Seller has not received any notice of, or knows of this deed any facts which indicate a likelihood of, any infringement or misappropriation by, or conflict with, any other than those rights which it is currently able to exercise, without restriction, in relation Person with respect to the Intellectual Property Rights which it owns and which it listed in Schedule 1.1(c) to this Agreement. Except as set forth in Schedule 3.1(f), no claim by any Person contesting the validity of any Intellectual Property listed in Schedule 1.1(c) to this Agreement has been made in writing, is currently licensed under the licences of Licensed Business IPR detailed in the Disclosure Documents.
10.4 The Target Group is entitled to use all Licensed Business IPR under licence for all purposes necessary to carry on its business.
10.5 Other than pursuant outstanding or, to the licences best knowledge of Licensed Out IPRSeller, no Target Group Company is threatened. Except as set forth in Schedule 3.1(f), with respect to the Business as currently conducted and the Inventory, Seller has granted and is not obliged to grant received any licence, sub-licence, Encumbrance or assignment in respect notice of any infringement, misappropriation or violation by Seller of the Owned Business IPR or the Licensed Business IPR.
10.6 All confidential information any intellectual property rights (including know-how and trade secrets) owned without limitation trademarks, tradenames or used by the Target Group has been kept confidential and has not been disclosed to third parties (other than parties who have signed written confidentiality undertakings in respect of such information, details of which are set out in the Disclosure Letter).
10.7 No Target Group Company has in the past three (3) years received written notice or otherwise become aware (and no person has otherwise threatened or otherwise asserted any claimservice marks) of any person:
(a) asserting that the use of any Business IPR byPerson, or the activities ofand, a member of the Target Group to Seller’s knowledge, Seller has not infringed, misappropriated or otherwise violated the any such intellectual property rights. Seller is not in breach of or default under any Intellectual Property Rights Contract, and to Seller’s knowledge no other party to any Intellectual Property Contract is in breach thereof or other rights default thereunder. Seller has delivered to Buyer correct and complete copies of any third partyall Intellectual Property Contracts, or
(b) challenging the ownership, use, validity, enforceability together with all modifications or registrability of any Owned Business IPR, or
(c) making any unauthorised use of or infringing any Business IPR, or breaching confidence, passing off or doing any actionable act of unfair competition in relation to the business or assets of any Target Group Companysupplements thereto.
10.8 So far as each Management Warrantor is aware, none of the activities of, or processes employed, or products, software or services dealt in, by the Target Group infringe the rights of any third party or breach confidence, nor make a Target Group Company liable to pay a fee or royalty.
10.9 All Business IPR will be available for use by the Target Group immediately following Closing (and thereafter) on substantially the same basis and at no greater cost as they were made available immediately prior to Closing.
Appears in 1 contract
Sources: Asset Purchase Agreement (Readers Digest Association Inc)
Intellectual Property Rights. 10.1 The Disclosure Documents include complete, accurate and current details of:
(a) All Intellectual Property Rights held by the Company are valid and subsisting and provide the Company with the right to exclude all Owned Business IPR which are registered (including applications for registration);others from the use thereof. The Company is not, or as a result of the execution and delivery of this Agreement or the performance by the Company of their obligations hereunder will be, in material violation of any software license, sublicense or other agreement respecting intellectual property applicable to it, or give any party the right to require the Company to pay any amount or enter into any restrictions in order to continue the use of the Company’s Intellectual Property Rights. The Company owns all right, title and interest to, or has the right to use pursuant to a valid license, all Intellectual Property Rights used in the business of the Company. There have been no claims made against the Company or threatened or, to the Knowledge of the Sellers, likely to be threatened by any Person, asserting the invalidity, misuse or unenforceability of any Intellectual Property Rights owned or used by the Company or challenging the ownership, validity or effectiveness of any of the Intellectual Property Rights owned or used by the Company.
(b) all Owned Business IPR which are unregistered;The Company has not received any notices of any material unauthorized use, infringement or misappropriation by, or conflict with, any present or former employee of the Company, principal shareholders, strategic partners or any other third party with respect to such Intellectual Property Rights (including, without limitation, any demand or request that of the Company license any rights from a third party).
(c) all Licensed Business IPR The conduct of the Company has not infringed, misappropriated or conflicted with and licencesdoes not infringe, agreements and permissions relating to the Licensed Business IPR; andmisappropriate or conflict with any Intellectual Property Rights of other Persons.
(d) all Licensed Out IPR and all licencesTo the Knowledge of the Sellers, agreements and permissions relating theretothe Intellectual Property Rights owned by or licensed to the Company have not been infringed, misappropriated or conflicted by other Persons.
10.2 All:
(ae) Business IPR No Intellectual Property Right is either legally and beneficially owned solely by a Target Group Company or lawfully used with the consent of the owner under a written licence (details of which are set out in Disclosure Documents);
(b) Owned Business IPR is not subject to any Encumbrance and there is no fact that would render the Intellectual Property Rights invalid. Except as set forth on Schedule 2.24, no Intellectual Property Right is subject to any outstanding order, judgment, decree, stipulation or agreement restricting in any manner the licensing or exploitation thereof by the Company. Other than as provided in the Material Contracts, the Company has not entered into any agreement to indemnify any other person against any charge of infringement relating to any Intellectual Property Right. No employee of the Company is in violation of any term of any confidentiality or invention assignment agreement, employment contract (whether written or verbal), patent disclosure agreement or any licence other contract or authority in favour of another;
(c) Material Owned Business IPR are valid, subsisting and enforceable and nothing has been done, or not been done, as a result of which any of them has ceased or might cease to be valid, subsisting or enforceable and all renewal fees which are due and steps which are required for the maintenance and protection of all Material Owned Business IPR that is registered have been paid and taken;
(d) Material Owned Business IPR that is capable of registration and that a prudent businessman would have registered has been registered by a Target Group Company;
(e) licences agreement relating to the Licensed Business IPR Company’s Intellectual Property Rights.
(f) The Company is the sole and Licensed Out IPR are in full force and effect, valid and binding, have been validly recorded or registered (where required), have been complied with in all material respects exclusive owner of the Intellectual Property Rights owned by the Company and no notice or intention to terminate those licences has been given, and no claims have been made and no applications are pending which if pursued or granted might be material to the accuracy governmental registration of any of the above part of this warranty.
10.3 The Target Group does not require any Intellectual Property Rights in order to carry on its business as conducted in the 12 months prior to the date of this deed other than those rights which it is currently able to exercise, without restriction, in relation related to the Intellectual Property Rights which it owns and which it is currently licensed under owned by the licences Company has lapsed, expired or been canceled, abandoned, opposed or the subject of Licensed Business IPR detailed in the Disclosure Documentsa reexamination request.
10.4 The Target Group is entitled to use all Licensed Business IPR under licence for all purposes necessary to carry (g) Except as listed on its business.
10.5 Other than pursuant Schedule 2.24, as of the date of this Agreement, there are no written claims which have been received since January 1, 2004 and no proceedings are pending, or have been instituted or, to the licences Knowledge of Licensed Out IPR, no Target Group Company has granted and is not obliged to grant any licence, sub-licence, Encumbrance the Sellers are threatened or assignment impending which challenge the Company’s ownership rights in respect of any of the Owned Business IPR or the Licensed Business IPRIntellectual Property Rights.
10.6 All confidential information (including know-how and trade secretsh) owned or used by Neither this Agreement, nor the Target Group has been kept confidential and has not been disclosed to third parties consummation of the transactions contemplated hereby, will (other than parties who have signed written confidentiality undertakings in respect of such information, details of which are set out i) result in the Disclosure Letter).
10.7 No Target Group termination, suspension, breach, or violation of any contract between the Company has and any Person relating to Intellectual Property Rights; or (ii) will result in the past three (3) years received written notice or otherwise become aware (and no person has otherwise threatened or otherwise asserted any claim) of any person:
(a) asserting that the use of any Business IPR bytermination, suspension, breach, or the activities of, a member violation of Intellectual Property Rights. All of the Target Group infringed, misappropriated or otherwise violated Company’s rights under the Intellectual Property Rights or other rights will continue unimpaired in all material respects as a consequence of any third party, orthe transactions contemplated by this Agreement.
(bi) challenging The Intellectual Property Rights constitutes all of the ownership, use, validity, enforceability or registrability of any Owned Business IPR, or
(c) making any unauthorised use of or infringing any Business IPRintellectual property used in, or breaching confidencenecessary to, passing off or doing any actionable act the operation of unfair competition in relation to the business or assets of any Target Group the Company.
10.8 So far as each Management Warrantor is aware, none of the activities of, or processes employed, or products, software or services dealt in, by the Target Group infringe the rights of any third party or breach confidence, nor make a Target Group Company liable to pay a fee or royalty.
10.9 All Business IPR will be available for use by the Target Group immediately following Closing (and thereafter) on substantially the same basis and at no greater cost as they were made available immediately prior to Closing.
Appears in 1 contract
Sources: Stock Purchase Agreement (Health Systems Solutions Inc)
Intellectual Property Rights. 10.1 The Disclosure Documents include completeEach of the Credit Parties own or possess adequate and valid rights to use all trademarks, accurate trade names, service marks, service ▇▇▇▇ registrations, service names, patents, patent rights, copyrights, inventions, licenses, approvals, governmental authorizations, trade secrets and current details of:
other intellectual property rights (a“Intellectual Property Rights”) that are necessary to conduct its respective businesses as now conducted, and such Intellectual Property Rights are free and clear of all Owned Business IPR which liens, encumbrances and defects other than Permitted Liens. None of the Credit Parties’ Intellectual Property Rights have expired or terminated, or are registered expected to expire or terminate within five (including applications for registration);
5) years from the Closing Date (b) all Owned Business IPR which are unregistered;
(c) all Licensed Business IPR and licences, agreements and permissions relating except to the Licensed Business IPR; and
(d) all Licensed Out IPR and all licences, agreements and permissions relating thereto.
10.2 All:
(a) Business IPR is either legally and beneficially owned solely by a Target Group Company or lawfully used with the consent extent that any of the owner under a written licence patents licensed to Borrower by their terms expire during such period). Except as described on Schedule 7.12: (details i) the Credit Parties have no knowledge of any infringement, misappropriation, dilution or other violation by the Credit Parties of Intellectual Property Rights of other Persons; (ii) the Credit Parties have no knowledge of any infringement, misappropriation, dilution or other violation by any other Persons of the Intellectual Property Rights of the Credit Parties; (iii) there is no claim, action or proceeding pending or, to the knowledge of each of the Credit Parties, threatened in writing, against the Credit Parties regarding their Intellectual Property Rights or the Intellectual Property Rights of other Persons; and (iv) the Credit Parties are not aware of any facts or circumstances which might give rise to any of the foregoing infringements or claims, actions or proceedings. Each of the Credit Parties have taken and are set out in Disclosure Documents);
(b) Owned Business IPR is not taking commercially reasonable security measures, consistent with industry standards, to maintain and protect the secrecy, confidentiality and value of the Intellectual Property Rights, subject to any Encumbrance or any licence or authority in favour the terms of another;
Schedule 7.12. Without limiting the foregoing, (c1) Material Owned Business IPR are valid, subsisting and enforceable and nothing has been done, or not been done, as a result of which any of them has ceased or might cease to be valid, subsisting or enforceable and all renewal fees which are due and steps which are required for the maintenance and protection of all Material Owned Business IPR that EERCF License Agreement currently is registered have been paid and taken;
(d) Material Owned Business IPR that is capable of registration and that a prudent businessman would have registered has been registered by a Target Group Company;
(e) licences relating to the Licensed Business IPR and Licensed Out IPR are in full force and effecteffect and is the only agreement between EERCF, valid on the one hand and bindingMES on the other hand, have been validly recorded that provides a right or registered license to MES to use the Intellectual Property Rights of EERCF, (where required)2) the patents and patent applications identified in the EERCF License Agreement, have been complied including without limitation those patents and patent applications identified on Appendix A of the EERCF License Agreement, represent the full and complete list of all patents and patent applications licensed under the License Agreement as of the date hereof, including without limitation continuations, continuations-in-part and divisions, (3) all uses by MES of the Intellectual Property Rights licensed under the EERCF License Agreement are fully compliant with in all material respects and no notice or intention to terminate those licences has been giventhe EERCF License Agreement, and no claims have been made and no applications are pending which if pursued or granted might be material to the accuracy best of the Borrower’s and MES’ knowledge, do not infringe, misappropriate or otherwise violate the Intellectual Property Rights of EERCF or any third party, (4) apart from the provisions set forth in the EERCF License Agreement, there are no contractual limitations or restrictions on commercialization by MES of the Intellectual Property Rights licensed by EERCF to MES under the EERCF License Agreement, (5) to the best of the Borrower’s and MES’ knowledge, the use by Lender of the Intellectual Property Rights of EERCF described in the EERCF License Agreement, upon exercise of its rights under the Collateral Assignment of EERCF License Agreement, if used in the same manner as such Intellectual Property Rights were used by MES as of the date hereof, will not infringe, misappropriate or otherwise violate the Intellectual Property Rights of EERCF or any third party or constitute a default under, or breach or violation of, any of the above part EERCF License Agreement, (6) to the best of this warranty.
10.3 The Target Group does not require the Borrower’s and MES’ knowledge, no US federal government agency (including without limitation the Department of Energy and the Environmental Protection Agency) has requested or exercised march-in rights (pursuant to 35 USC 203) or has filed foreign patent applications in its own name, for any of the inventions covered by the Intellectual Property Rights licensed by EERCF to MES under the EERCF License Agreement, (7) except as set forth in Schedule 7.12, neither the Borrower nor MES have delivered, nor has the Borrower or MES received, a notice of termination or a notice of breach under the EERCF License Agreement and there are no uncured defaults, events of default, violations or breaches by MES of the EERCF License Agreement, (8) to the best of the knowledge of the Borrower and MES, there are no claims or actions pending or threatened that assert or allege the invalidity, abuse, misuse or unenforceability of any Intellectual Property Rights in order to carry on its business as conducted licensed to, or used by, MES under the EERCF License Agreement, or any other Intellectual Property Rights used in the 12 months prior conduct of the business of MES, and (9) MES are in full compliance with all agreements (including without limitation the EERCF License Agreement), laws, regulations and administrative policies and procedures to the date of this deed other than those rights which it MES is currently able to exercise, without restriction, in relation a party or is otherwise bound with respect to the Intellectual Property Rights which it owns and which it is currently licensed under the licences of Licensed Business IPR detailed in the Disclosure Documents.
10.4 The Target Group is entitled to use all Licensed Business IPR under licence for all purposes necessary to carry on its business.
10.5 Other than pursuant EERCF License Agreement and with respect to the licences of Licensed Out IPR, no Target Group Company has granted and is not obliged to grant any licence, sub-licence, Encumbrance or assignment in respect of any conduct of the Owned Business IPR or the Licensed Business IPRbusiness of MES.
10.6 All confidential information (including know-how and trade secrets) owned or used by the Target Group has been kept confidential and has not been disclosed to third parties (other than parties who have signed written confidentiality undertakings in respect of such information, details of which are set out in the Disclosure Letter).
10.7 No Target Group Company has in the past three (3) years received written notice or otherwise become aware (and no person has otherwise threatened or otherwise asserted any claim) of any person:
(a) asserting that the use of any Business IPR by, or the activities of, a member of the Target Group infringed, misappropriated or otherwise violated the Intellectual Property Rights or other rights of any third party, or
(b) challenging the ownership, use, validity, enforceability or registrability of any Owned Business IPR, or
(c) making any unauthorised use of or infringing any Business IPR, or breaching confidence, passing off or doing any actionable act of unfair competition in relation to the business or assets of any Target Group Company.
10.8 So far as each Management Warrantor is aware, none of the activities of, or processes employed, or products, software or services dealt in, by the Target Group infringe the rights of any third party or breach confidence, nor make a Target Group Company liable to pay a fee or royalty.
10.9 All Business IPR will be available for use by the Target Group immediately following Closing (and thereafter) on substantially the same basis and at no greater cost as they were made available immediately prior to Closing.
Appears in 1 contract
Sources: Financing Agreement (Midwest Energy Emissions Corp.)
Intellectual Property Rights. 10.1 The Disclosure Documents include complete, accurate and current details of:
(a) To the knowledge of Seller, (i) Seller owns or has the right to use pursuant to license, sublicense or other agreement all Owned Business IPR which are registered Intangible Assets, without any conflict or alleged conflict with the rights of any other Person, and (including applications ii) Seller has taken all necessary action to maintain and protect each Intangible Asset. Each Intangible Asset owned or used by Seller immediately prior to the Closing hereunder will be owned or available for registration);use by Purchaser on substantially similar terms and conditions immediately subsequent to the Closing hereunder.
(b) all Owned Business IPR which are unregistered;To the knowledge of Seller, with respect to the operation of the Divisions, none of Seller and its Subsidiaries has infringed upon or misappropriated any intellectual property rights of third parties, and none of Seller and the directors and officers (and employees with responsibility for intellectual property matters) of Seller and its Subsidiaries has received any charge, complaint, claim, demand or notice alleging any such infringement or misappropriation (including any claim that any of Seller and its Subsidiaries must license or refrain from using any intellectual property rights of any third party). To the knowledge of Seller, no third party has infringed upon or misappropriated in any material respect any intellectual property rights included in the Intangible Assets.
(c) Schedule 4.08(c) identifies each patent or registration which has been issued to Seller with respect to any of the Intangible Assets, identifies each pending patent application or application for registration which Seller has made with respect to any of the Intangible Assets, identifies each copyright, trade name, service name, unregistered trademark and unregistered service mark ▇▇▇d by Seller in connection with the operation of the Divisions and the manufacture, marketing and distribution of the products manufactured by the Divisions and identifies each license, agreement or other permission which Seller has granted to any third party with respect to any of its Intangible Assets (together with any exceptions). Seller has made available to Purchaser correct and complete copies of all Licensed Business IPR and licencessuch patents, registrations, applications, licenses, agreements and permissions relating (as amended to date) and all other written documentation evidencing ownership and prosecution (if applicable) of each such item. With respect to each Intangible Asset required to be identified in Schedule 4.08(c), except as set forth on Schedule 4.08(c): (i) Seller possesses all right, title and interest in and to the Licensed Business IPRIntangible Asset, free and clear of any security interest, lien, license, or other encumbrance; and
(dii) all Licensed Out IPR and all licences, agreements and permissions relating thereto.
10.2 All:
(a) Business IPR is either legally and beneficially owned solely by a Target Group Company or lawfully used with the consent of the owner under a written licence (details of which are set out in Disclosure Documents);
(b) Owned Business IPR Intangible Asset is not subject to any Encumbrance outstanding injunction, judgment, order, decree or ruling; (iii) no action, suit, proceeding, hearing, investigation, charge, complaint, claim or demand is pending or, to the knowledge of Seller, is threatened which challenges the legality, validity, enforceability, use or ownership of the Intangible Asset; and (iv) none of Seller and its Subsidiaries has ever agreed to indemnify any licence Person for or authority in favour of another;
(c) Material Owned Business IPR are valid, subsisting and enforceable and nothing has been done, against any infringement or not been done, as a result of which any of them has ceased or might cease misappropriation with respect to be valid, subsisting or enforceable and all renewal fees which are due and steps which are required for the maintenance and protection of all Material Owned Business IPR that is registered have been paid and taken;Intangible Asset.
(d) Material Owned Business IPR Schedule 4.08(d) identifies each Intangible Asset that is capable of registration any third party owns and that a prudent businessman would have registered Seller and its Subsidiaries use in the operation of the Divisions pursuant to license, sublicense, agreement or permission. Seller has been registered by a Target Group Company;
made available to Purchaser correct and complete copies of all such licenses, sublicenses, agreements and permissions (eas amended to date). With respect to each Intangible Asset required to be identified in Schedule 4.08(d), except as set forth on Schedule 4.08(d): (i) licences relating to the Licensed Business IPR license, sublicense, agreement or permission covering the Intangible Asset is legally valid, binding, enforceable and Licensed Out IPR are in full force and effect; (ii) the license, valid and bindingsublicense, have been validly recorded agreement or registered (where required), have been complied with in all material respects and no notice or intention to terminate those licences has been given, and no claims have been made and no applications are pending which if pursued or granted might be material to permission will continue on substantially similar terms following the accuracy of any consummation of the above part of this warranty.
10.3 The Target Group does not require any Intellectual Property Rights in order to carry on its business as conducted in the 12 months prior to the date of this deed other than those rights which it is currently able to exercise, without restriction, in relation to the Intellectual Property Rights which it owns and which it is currently licensed under the licences of Licensed Business IPR detailed in the Disclosure Documents.
10.4 The Target Group is entitled to use all Licensed Business IPR under licence for all purposes necessary to carry on its business.
10.5 Other than pursuant to the licences of Licensed Out IPR, no Target Group Company has granted and transaction contemplated hereby; (iii) Seller is not obliged to grant any licence, sub-licence, Encumbrance in breach or assignment in respect of any default of the Owned Business IPR license, sublicense, agreement or the Licensed Business IPR.
10.6 All confidential information (including know-how and trade secrets) owned or used by the Target Group has been kept confidential permission and has not been disclosed to third parties (other than parties who have signed written confidentiality undertakings in respect of such information, details of which are set out in the Disclosure Letter).
10.7 No Target Group Company has in the past three (3) years received written notice or otherwise become aware (and no person has otherwise threatened or otherwise asserted repudiated any claim) of any person:
(a) asserting that the use of any Business IPR by, or the activities of, a member of the Target Group infringed, misappropriated or otherwise violated the Intellectual Property Rights or other rights of any third party, or
(b) challenging the ownership, use, validity, enforceability or registrability of any Owned Business IPR, or
(c) making any unauthorised use of or infringing any Business IPR, or breaching confidence, passing off or doing any actionable act of unfair competition in relation to the business or assets of any Target Group Company.
10.8 So far as each Management Warrantor is aware, none of the activities of, or processes employed, or products, software or services dealt in, by the Target Group infringe the rights of any third party or breach confidence, nor make a Target Group Company liable to pay a fee or royalty.
10.9 All Business IPR will be available for use by the Target Group immediately following Closing (and thereafter) on substantially the same basis and at no greater cost as they were made available immediately prior to Closing.provisions thereof; 8 14
Appears in 1 contract
Intellectual Property Rights. 10.1 The Section 3.14 of the Disclosure Documents include completeSchedule lists, accurate and current details of:
as of the date hereof, all registered Intellectual Property owned by any of the Acquired Companies or a Subsidiary (a) all Owned Business IPR which are registered (including applications for registration“Registered Intellectual Property”);
(b) all Owned Business IPR which are unregistered;
(c) all Licensed Business IPR and licences. Except as set forth in Section 3.14 of the Disclosure Schedule, agreements and permissions relating to the Licensed Business IPR; and
(d) all Licensed Out IPR and all licences, agreements and permissions relating thereto.
10.2 All:
(a) Business IPR is either legally and beneficially owned solely by a Target Group Company or lawfully used with the consent Knowledge of the owner under a written licence (details Acquired Companies all registrations with and applications to Governmental Authorities in respect of which are set out in Disclosure Documents);
(b) Owned Business IPR is not subject to any Encumbrance or any licence or authority in favour of another;
(c) Material Owned Business IPR the Registered Intellectual Property are valid, subsisting and enforceable and nothing has been done, or not been done, as a result of which any of them has ceased or might cease to be valid, subsisting or enforceable and all renewal fees which are due and steps which are required for the maintenance and protection of all Material Owned Business IPR that is registered have been paid and taken;
(d) Material Owned Business IPR that is capable of registration and that a prudent businessman would have registered has been registered by a Target Group Company;
(e) licences relating to the Licensed Business IPR and Licensed Out IPR are in full force and effecteffect and, to the Knowledge of the Acquired Companies, no loss of any such Registered Intellectual Property is pending or threatened, other than natural expiration not due to any act or omission by the Acquired Companies or any Subsidiary. The Acquired Companies or a Subsidiary own all right, title and interest in and to, or have the valid right to use, free and bindingclear of all Liens (other than Permitted Liens and encumbrances arising pursuant to Contracts) all Intellectual Property that is owned, have been validly recorded used or registered (where required), have been complied with licensed by any of the Acquired Companies or a Subsidiary that is used in all material respects and no notice or intention to terminate those licences has been given, and no claims have been made and no applications are pending which if pursued or granted might be material to the accuracy business of the Acquired Companies and the Subsidiaries as currently conducted. To the Knowledge of the Acquired Companies, no Intellectual Property of any of the above part Acquired Companies or a Subsidiary is being infringed, misappropriated or otherwise violated by any other Person. Except as set forth in Section 3.14 of this warranty.
10.3 The Target Group does not require any Intellectual Property Rights in order to carry on its business as conducted in the 12 months prior to the date of this deed other than those rights which it is currently able to exercise, without restriction, in relation to the Intellectual Property Rights which it owns and which it is currently licensed under the licences of Licensed Business IPR detailed in the Disclosure Documents.
10.4 The Target Group is entitled to use all Licensed Business IPR under licence for all purposes necessary to carry on its business.
10.5 Other than pursuant to Schedule, (i) neither the licences conduct of Licensed Out IPR, no Target Group Company has granted and is not obliged to grant the business nor any licence, sub-licence, Encumbrance product or assignment in respect service of any of the Owned Business IPR Acquired Companies or a Subsidiary has infringed, misappropriated or otherwise violated, or is currently infringing, misappropriating or otherwise violating, in any material respect, any Intellectual Property of any Person and (ii) none of the Licensed Business IPR.
10.6 All confidential information (including know-how and trade secrets) owned Acquired Companies or used by the Target Group a Subsidiary thereof has been kept confidential and has not been disclosed to third parties (other than parties who have signed received any written confidentiality undertakings in respect of such information, details of which are set out in the Disclosure Letter).
10.7 No Target Group Company has in notice within the past three (3) years received written notice from a third Person claiming that the continuing conduct by any of the Acquired Companies or otherwise become aware (and no person has otherwise threatened a Subsidiary of its business as presently conducted or otherwise asserted any claim) product or service of any person:
(a) asserting that of the use Acquired Companies or a Subsidiary will result in the infringement, misappropriation or other violation of any Business IPR by, or the activities of, a member of the Target Group infringed, misappropriated or otherwise violated the Intellectual Property Rights or other rights of owned by any third partyPerson, or
(b) challenging except for such instances where the ownership, use, validity, enforceability or registrability of any Owned Business IPR, or
(c) making any unauthorised use of or infringing any Business IPR, or breaching confidence, passing off or doing any actionable act of unfair competition in relation to the business or assets of any Target Group Companyclaim has been settled.
10.8 So far as each Management Warrantor is aware, none of the activities of, or processes employed, or products, software or services dealt in, by the Target Group infringe the rights of any third party or breach confidence, nor make a Target Group Company liable to pay a fee or royalty.
10.9 All Business IPR will be available for use by the Target Group immediately following Closing (and thereafter) on substantially the same basis and at no greater cost as they were made available immediately prior to Closing.
Appears in 1 contract
Sources: Securities Purchase Agreement (TreeHouse Foods, Inc.)
Intellectual Property Rights. 10.1 The Disclosure Documents include completeAll rights, accurate title and current details of:
(a) all Owned Business IPR which are registered interests (including applications for registration);
(bbut not limited to copyrights, patents, trade secrets, trade marks) all Owned Business IPR which are unregistered;
(c) all Licensed Business IPR in and licences, agreements and permissions relating to the Licensed Business IPR; and
(d) all Licensed Out IPR intellectual property rights in the SOFTWARE PRODUCT and all licences, agreements and permissions relating thereto.
10.2 All:
(a) Business IPR is either legally and beneficially owned solely by a Target Group Company or lawfully used with the consent any copies of the Software Product are owned by the Licensor (or its affiliates), partners and suppliers. All title and intellectual property rights in and to the content which may be accessed through use of the SOFTWARE PRODUCT is the property of the respective content owner under a written and may be protected by applicable copyright or other intellectual property laws and treaties. This ▇▇▇▇ grants you no rights to use such content. You must not create any derivative works based on the Software Product, whether in whole or in part. All rights not expressly granted are reserved by the Licensor (and/or its affiliates). You acknowledge and agree that you do not acquire any intellectual property rights, express or implied in the Software Product beyond the licence (details granted by this ▇▇▇▇. Licensor represents and warrants that SOFTWARE PRODUCT is the sole and exclusive property of which are set out in Disclosure Documents);
(b) Owned Business IPR is Licensor and that the license or use of said SOFTWARE PRODUCT will not subject to infringe upon or violate any Encumbrance or any licence or authority in favour of another;
(c) Material Owned Business IPR are validpatent, subsisting and enforceable and nothing has been donecopyright, trademark, trade secret, or not been doneother proprietary right of any third party. In the event of any claim by any third party against you, that the SOFTWARE PRODUCT, as a result of which any of them has ceased or might cease to be valid, subsisting or enforceable and all renewal fees which are due and steps which are required for used reasonably within the maintenance and protection of all Material Owned Business IPR that is registered have been paid and taken;
(d) Material Owned Business IPR that is capable of registration and that a prudent businessman would have registered has been registered by a Target Group Company;
(e) licences relating to the Licensed Business IPR and Licensed Out IPR are in full force and effect, valid and binding, have been validly recorded or registered (where required), have been complied with in all material respects and no notice or intention to terminate those licences has been given, and no claims have been made and no applications are pending which if pursued or granted might be material to the accuracy of any of the above part scope of this warranty.
10.3 The Target Group does not require Agreement, infringes or violates any Intellectual Property Rights in order to carry on its business as conducted in the 12 months prior to the date of this deed other than those rights which it is currently able to exercisepatent, without restrictioncopyright, in relation to the Intellectual Property Rights which it owns and which it is currently licensed under the licences of Licensed Business IPR detailed in the Disclosure Documents.
10.4 The Target Group is entitled to use all Licensed Business IPR under licence for all purposes necessary to carry on its business.
10.5 Other than pursuant to the licences of Licensed Out IPRtrademark, no Target Group Company has granted and is not obliged to grant any licence, sub-licence, Encumbrance or assignment in respect of any of the Owned Business IPR or the Licensed Business IPR.
10.6 All confidential information (including know-how and trade secrets) owned or used by the Target Group has been kept confidential and has not been disclosed to third parties (other than parties who have signed written confidentiality undertakings in respect of such information, details of which are set out in the Disclosure Letter).
10.7 No Target Group Company has in the past three (3) years received written notice or otherwise become aware (and no person has otherwise threatened or otherwise asserted any claim) of any person:
(a) asserting that the use of any Business IPR by, or the activities of, a member of the Target Group infringed, misappropriated or otherwise violated the Intellectual Property Rights secret or other rights proprietary right of any third party, or
(b) challenging you must immediately notify Licensor and do all reasonable things or take any necessary action, at the ownershipLicensor’s request to defend the claim. The Licensor may defend such claim, usein your name but at Licensor's sole expense, validityand shall indemnify you and hold you harmless, enforceability including your affiliates, directors, officers, employees and agents against and from any and all liabilities, losses, damages, payments, deficiencies, settlements, penalties, fines, costs asserted against you or registrability incurred by you arising out of or in connection with such claim, whether or not such claim is successful, provided that Licensor shall have sole control of the defence against and/or settlement of any Owned Business IPRsuch claim. In the defence or settlement of the claim, Licensor may obtain for you the right to continue using the SOFTWARE PRODUCT, replace or modify the SOFTWARE PRODUCT so that it becomes non-infringing while giving equivalent performance or
(c) making any unauthorised use , if such remedies are not reasonably available, remove the SOFTWARE PRODUCT and accept its return for a full refund of or all moneys paid to Licensor concerning the infringing any Business IPR, or breaching confidence, passing off or doing any actionable act of unfair competition in relation to the business or assets product(s). If you become aware of any Target Group Company.
10.8 So far as each Management Warrantor is aware, none of the activities of, infringement or processes employed, or products, software or services dealt in, suspected infringement by the Target Group infringe the rights of any third party or breach confidenceof the Licensor’s intellectual property rights in the Software Product, nor make a Target Group Company liable you must immediately notify the Licensor and must at the Licensor’s request, take such action as the Licensor considers necessary to pay a fee or royaltyprotect its rights.
10.9 All Business IPR will be available for use by the Target Group immediately following Closing (and thereafter) on substantially the same basis and at no greater cost as they were made available immediately prior to Closing.
Appears in 1 contract
Sources: End User License Agreement
Intellectual Property Rights. 10.1 The Disclosure Documents include complete, accurate and current details ofExcept as set forth in Schedule 1.1(a) hereto:
(a) Seller owns or has the unrestricted right to enforce and use all Owned Business IPR which are registered (including applications for registration);of the Intellectual Property Rights, free and clear of all liens and encumbrances.
(b) all Owned Business IPR which are unregistered;
(c) all Licensed Business IPR and licences, agreements and permissions relating to the Licensed Business IPR; and
(d) all Licensed Out IPR and all licences, agreements and permissions relating thereto.
10.2 All:
(a) Business IPR is either legally and beneficially owned solely by a Target Group Company or lawfully used with the consent All of the owner under a written licence (details of which are set out in Disclosure Documents);
(b) Owned Business IPR is not subject to any Encumbrance or any licence or authority in favour of another;
(c) Material Owned Business IPR are valid, subsisting and enforceable and nothing has been done, or not been done, as a result of which any of them has ceased or might cease to be valid, subsisting or enforceable and all renewal fees which are due and steps which are required for the maintenance and protection of all Material Owned Business IPR that is registered have been paid and taken;
(d) Material Owned Business IPR that is capable of registration and that a prudent businessman would have registered has been registered by a Target Group Company;
(e) licences relating to the Licensed Business IPR and Licensed Out IPR are in full force and effect, valid and binding, have been validly recorded or registered (where required), have been complied with in all material respects and no notice or intention to terminate those licences has been given, and no claims have been made and no applications are pending which if pursued or granted might be material to the accuracy of any of the above part of this warranty.
10.3 The Target Group does not require any Intellectual Property Rights are subsisting, unexpired, have not been abandoned and have been properly and validly filed, submitted or maintained to the applicable government agency if such filing, submission or maintenance is necessary in order to carry on its business as conducted perfect such rights. Seller has not misappropriated the trade secrets, technology, know-how, inventions or the like of any third party. No judgment, decree, injunction, rule or order, directly or indirectly relating to Seller's rights in the 12 months prior to the date of this deed other than those rights which it is currently able to exercise, without restriction, in relation and to the Intellectual Property Rights has been rendered by any governmental entity which it owns would limit, cancel or question the validity of or their respective rights in and which it is currently licensed under to, any of the licences Intellectual Property Rights. Seller has not received written notice, and does not otherwise have knowledge, of Licensed Business IPR detailed any pending or threatened suit, action or proceeding that either does or would limit, cancel or question the validity of, Seller's rights in and to, any of the Disclosure Documents.
10.4 The Target Group is entitled to use all Licensed Business IPR under licence for all purposes necessary to carry on its business.
10.5 Other than pursuant to Intellectual Property Rights. Seller has not received notice, and does not otherwise have knowledge, of any allegations, assertions or other indications that the licences of Licensed Out IPRmanufacturing, no Target Group Company has granted and is not obliged to grant any licence, sub-licence, Encumbrance marketing or assignment in respect selling of any of the Owned Business IPR or products of Seller infringe the Licensed Business IPRintellectual property rights of a third party.
10.6 All confidential information (including know-how c) Seller has taken all reasonable measures to maintain the confidentiality of all of the Intellectual Property Rights the value of which is contingent, in whole or in part, upon maintenance of the confidentiality thereof. Seller does not (i) own or use any Intellectual Property Rights pursuant to any written license agreement and trade secrets(ii) owned or used by the Target Group has been kept confidential and has not been disclosed granted any person or entity any rights, pursuant to third parties written license agreement or otherwise, to use any of the Intellectual Property Rights.
(other than parties who have signed written confidentiality undertakings in respect of such information, details of which are set out d) Seller has the sole and exclusive right to market and sell its products anywhere in the Disclosure Letter)world and no third party has any rights or claims to prevent such activities of Seller.
10.7 No Target Group Company has in the past three (3e) years received written notice or otherwise become aware (and no person has otherwise threatened or otherwise asserted any claim) of any person:Schedule 1.1
(a) asserting hereto sets forth a complete and correct list of all patents, patent applications, trademarks, trademark applications and licenses (other than licenses for commercially available software) that the use are a part of any Business IPR by, or the activities of, a member of the Target Group infringed, misappropriated or otherwise violated the Intellectual Property Rights or other rights of any third party, or
(b) challenging the ownership, use, validity, enforceability or registrability of any Owned Business IPR, or
(c) making any unauthorised use of or infringing any Business IPR, or breaching confidence, passing off or doing any actionable act of unfair competition in relation to the business or assets of any Target Group CompanyRights.
10.8 So far as each Management Warrantor is aware, none of the activities of, or processes employed, or products, software or services dealt in, by the Target Group infringe the rights of any third party or breach confidence, nor make a Target Group Company liable to pay a fee or royalty.
10.9 All Business IPR will be available for use by the Target Group immediately following Closing (and thereafter) on substantially the same basis and at no greater cost as they were made available immediately prior to Closing.
Appears in 1 contract
Intellectual Property Rights. 10.1 The Disclosure Documents include complete, accurate and current details of:
(a) Schedule D contains a complete list of all Owned Business IPR patents, pending patent applications, trade-▇▇▇▇ registrations, trade-▇▇▇▇ applications, copyright registrations, copyright applications, and all other intellectual property registrations and applications in each jurisdiction in which are registered (including applications for registration)application or registration has been made by or on behalf of the Vendor and all domain names and IP addresses, together with all licences and agreements relating to the Compounds;
(b) all Owned Business IPR which are unregisteredThe Vendor has the right to use, sell, license, sub-license and prepare derivative works for, and to dispose of, and to bring actions for the infringement or misappropriation of, the Intellectual Property Rights in respect of the Compounds, and the Vendor has not conveyed, assigned or encumbered any such Intellectual Property Rights;
(c) all Licensed Business IPR All registrations and licences, agreements and permissions relating filings necessary to preserve the Intellectual Property Rights of the Vendor with respect to the Licensed Business IPR; and
(d) all Licensed Out IPR and all licences, agreements and permissions relating thereto.
10.2 All:
(a) Business IPR is either legally and beneficially owned solely by a Target Group Company or lawfully used with the consent of the owner under a written licence (details of which are set out in Disclosure Documents);
(b) Owned Business IPR is not subject to any Encumbrance or any licence or authority in favour of another;
(c) Material Owned Business IPR are valid, subsisting and enforceable and nothing has been done, or not been done, as a result of which any of them has ceased or might cease to be valid, subsisting or enforceable and all renewal fees which are due and steps which are required for the maintenance and protection of all Material Owned Business IPR that is registered Compounds have been paid made and takenare in good standing;
(d) Material Owned Business IPR that is capable The execution and delivery of registration this Agreement and that a prudent businessman would have registered has been registered the completion and performance of the transactions and obligations contemplated by a Target Group Companyor contained in this Agreement will not breach, violate or conflict with any instrument or agreement governing any Intellectual Property Right, and will not cause the forfeiture or termination of any Intellectual Property Right or in any way exclude the right of the Vendor to use, sell, license or dispose of or to bring any action for the infringement of any Intellectual Property Right (or any portion thereof);
(e) licences relating The conduct of the Business by the Vendor does not, to the Licensed Business IPR and Licensed Out IPR knowledge of the Vendor, infringe upon any Intellectual Property Right, domestic or foreign, of any Person;
(f) There are in full force and effectno pending or, valid and binding, have been validly recorded or registered (where required), have been complied with in all material respects and no notice or intention to terminate those licences has been given, and no claims have been made and no applications are pending which if pursued or granted might be material to the accuracy knowledge of the Vendor, threatened, claims, actions, demands, lawsuits or other proceedings contesting the validity, ownership or right to use, sell, license or dispose of any of the above part of this warranty.
10.3 The Target Group does not require any Intellectual Property Rights in order to carry on its business as conducted in respect of the 12 months prior Compounds, nor to the date knowledge of this deed the Vendor is there any basis for such claim, nor has the Vendor received any notice asserting that any Intellectual Property Right of the Vendor or the proposed use, sale, license or disposition thereof by the Vendor conflicts or will conflict with the rights of any party, nor is there any basis for any such assertion;
(g) To the knowledge of the Vendor, no employee of the Vendor is in violation of any term of any non-disclosure, proprietary rights or similar agreement between the employee and any former employer;
(h) The Vendor has used its best efforts to ensure that all technical information, other than those rights technical information for which it is currently able the Vendor considers patent protection and defensive publication to exercisebe suitable, without restriction, in relation developed by and belonging to the Intellectual Property Rights which it owns and which it is currently licensed under the licences of Licensed Business IPR detailed in the Disclosure Documents.
10.4 The Target Group is entitled to use all Licensed Business IPR under licence for all purposes necessary to carry on its business.
10.5 Other than pursuant Vendor with respect to the licences of Licensed Out IPRTransferred Assets, no Target Group Company for which a copyright has granted and is not obliged to grant any licencebeen registered nor patent protection sought, sub-licence, Encumbrance or assignment in respect of any of the Owned Business IPR or the Licensed Business IPR.
10.6 All confidential information (including know-how and trade secrets) owned or used by the Target Group has been kept confidential and has not been disclosed to third parties (other than parties who have signed written confidentiality undertakings in respect of such information, details of which are set out in the Disclosure Letter).
10.7 No Target Group Company has in the past three (3) years received written notice or otherwise become aware (and no person has otherwise threatened or otherwise asserted any claim) of any person:confidential;
(ai) asserting that the use of any Business IPR byThere are no royalties, or the activities ofhonoraria, a member of the Target Group infringed, misappropriated or otherwise violated the Intellectual Property Rights fees or other rights payments payable by the Vendor to any Person by reason of any third party, or
(b) challenging the ownership, use, validitylicense, enforceability sale or registrability disposition of any Owned Business IPR, orof the Intellectual Property Rights in respect of the Compounds;
(cj) making All employees of, and consultants to, the Vendor have entered into proprietary rights or similar agreements with the Vendor pursuant to which the employee or consultant assigns to the Vendor all Intellectual Property Rights, technical information and other information developed and/or worked on by the employee or consultant while employed by the Vendor;
(k) All Persons having access to or knowledge of any unauthorised use Intellectual Property Right that is of a confidential nature and that is necessary or infringing any required or otherwise used for or in connection with the conduct or operation or proposed conduct or operation of the Business IPRhave entered into appropriate non-disclosure agreements with the Vendor;
(l) The Vendor has disclosed in writing to the Purchaser all opinions and communications of patent agents or attorneys or solicitors under its past or present direction that could be relevant to the valuation of the Intellectual Property Rights of the Vendor in the Compounds, or breaching confidence, passing off or doing any actionable act of unfair competition in relation could be relevant to the business representations or assets warranties contained in this section 3.4; and
(m) The Vendor has no knowledge of any Target Group Company.
10.8 So far as each Management Warrantor is aware, none infringement upon the Intellectual Property Rights of the activities of, or processes employed, or products, software or services dealt in, Vendor by the Target Group infringe the rights of any third party or breach confidence, nor make a Target Group Company liable to pay a fee or royaltyother Person.
10.9 All Business IPR will be available for use by the Target Group immediately following Closing (and thereafter) on substantially the same basis and at no greater cost as they were made available immediately prior to Closing.
Appears in 1 contract
Sources: Intellectual Property Transfer Agreement (Emerald Health Pharmaceuticals Inc.)
Intellectual Property Rights. 10.1 The Disclosure Documents include completeAs between the parties, accurate each party shall retain ownership in all of its patents, patent applications, utility models, copyrights, trademarks, and current details of:
(a) all Owned Business IPR which are registered (including applications for registration);
(b) all Owned Business IPR which are unregistered;
(c) all Licensed Business IPR and licences, agreements and permissions relating to the Licensed Business IPR; and
(d) all Licensed Out IPR and all licences, agreements and permissions relating thereto.
10.2 All:
(a) Business IPR is either legally and beneficially owned solely by any other statutory protection of a Target Group Company or lawfully used with the consent of the owner under a written licence (details of which are set out in Disclosure Documents);
(b) Owned Business IPR is not subject to any Encumbrance or any licence or authority in favour of another;
(c) Material Owned Business IPR are valid, subsisting and enforceable and nothing has been done, or not been donesimilar kind, as a result of which any of them has ceased or might cease to be valid, subsisting or enforceable and all renewal fees which are due and steps which are required for the maintenance and protection of all Material Owned Business IPR that is registered have been paid and taken;
(d) Material Owned Business IPR that is capable of registration and that a prudent businessman would have registered has been registered by a Target Group Company;
(e) licences relating to the Licensed Business IPR and Licensed Out IPR are in full force and effect, valid and binding, have been validly recorded or registered (where required), have been complied with in all material respects and no notice or intention to terminate those licences has been given, and no claims have been made and no applications are pending which if pursued or granted might be material to the accuracy of any of the above part of this warranty.
10.3 The Target Group does not require any Intellectual Property Rights in order to carry on its business well as conducted in the 12 months prior to the date of this deed other than those rights which it is currently able to exercise, without restriction, in relation to the Intellectual Property Rights which it owns and which it is currently licensed under the licences of Licensed Business IPR detailed in the Disclosure Documents.
10.4 The Target Group is entitled to use all Licensed Business IPR under licence for all purposes necessary to carry on its business.
10.5 Other than pursuant to the licences of Licensed Out IPR, no Target Group Company has granted and is not obliged to grant any licence, sub-licence, Encumbrance or assignment in respect of any of the Owned Business IPR or the Licensed Business IPR.
10.6 All confidential information (including know-how and trade secrets, whether or not such rights are registered or capable of registration (“Intellectual Property Rights”) owned existing prior to or used created independently of the Contract. All Intellectual Property Rights developed by Metso during the Target Group has been kept performance of the Contract, including any improvement to the Goods, shall exclusively vest in Metso. Subject to payment of the Contract Price, Metso herewith grants Purchaser a nonexclusive, non-transferable and limited license to use Metso’s Intellectual Property Rights in the Goods for the sole purpose of installing, commissioning, operating and maintaining the Goods. Such license shall not include the right to disclose Metso’s confidential and has not been disclosed know-how or trade secrets to any third parties (party or to grant any sub-licenses. Any other than parties who have signed written confidentiality undertakings in respect use of such informationIntellectual Property Rights, details including, without limitation, its copying or use for a modification, duplication or replication of which are set out in the Disclosure Letter).
10.7 No Target Group Company has in the past three Goods, is not permitted. 18. Third Party Intellectual Property Rights. Metso shall indemnify and hold Purchaser harmless from any claim by a third party (3including reason able attorneys’ fees) years received written notice or otherwise become aware (and no person has otherwise threatened or otherwise asserted any claim) of any person:
(a) asserting that the use of the Goods by Purchaser in accordance with the Contract constitutes an infringement or alleged infringement of any Business IPR by, or the activities of, a member of the Target Group infringed, misappropriated or otherwise violated the Intellectual Property Rights or other rights of any such third party, or
provided that Purchaser (bi) challenging the ownership, use, validity, enforceability or registrability of any Owned Business IPR, or
(c) making any unauthorised use of or infringing any Business IPR, or breaching confidence, passing off or doing any actionable act of unfair competition promptly notifies Metso in relation to the business or assets of any Target Group Company.
10.8 So far as each Management Warrantor is aware, none writing of the activities ofclaim, (ii) allows Metso full control of the defense and any related settlement negotiations, (iii) fully cooperates with Metso in the defense, (iv) Metso shall not be liable for any infringement or processes employedalleged infringement resulting from any design, specification or products, software other information or services dealt in, a combined operation with other equipment that is provided by the Target Group infringe the rights or on behalf of Purchaser nor shall it be liable for any third party or breach confidence, nor make a Target Group Company liable to pay a fee or royalty.
10.9 All Business IPR will be available for use by the Target Group immediately following Closing Purchaser that is contrary to any manuals or instructions by Metso, and (v) Purchaser shall in no event compromise or settle any proceedings or claims in connection with such infringement or alleged infringement or otherwise act against the reasonable interests of Metso. In the event the Goods are held to be infringing and thereafter) on substantially the use of the same basis is enjoined, Metso shall, at its own expense and sole discretion, either procure the right to continue using the Goods, replace the Goods with non-infringing equivalents, or modify the Goods to eliminate such infringement. If the foregoing remedies do not cure the infringement, Metso will refund the purchase price of the infringing Good. Purchaser shall have the right to select its own counsel to participate in any proceedings or negotiations at no greater cost as they were made available immediately prior to ClosingPurchaser’s expense. All other rights and remedies of Purchaser for an infringement of Intellectual Property Rights are excluded.
Appears in 1 contract
Sources: Sales Contract
Intellectual Property Rights. 10.1 The Disclosure Documents include complete, accurate and current details of:
As of (ai) all Owned Business IPR which are registered (including applications for registration);
(b) all Owned Business IPR which are unregistered;
(c) all Licensed Business IPR and licences, agreements and permissions relating to the Licensed Business IPR; and
(d) all Licensed Out IPR and all licences, agreements and permissions relating thereto.
10.2 All:
(a) Business IPR is either legally and beneficially owned solely by a Target Group Company or lawfully used with the consent of the owner under a written licence (details of which are set out in Disclosure Documents);
(b) Owned Business IPR is not subject to any Encumbrance or any licence or authority in favour of another;
(c) Material Owned Business IPR are valid, subsisting and enforceable and nothing has been done, or not been done, as a result of which any of them has ceased or might cease to be valid, subsisting or enforceable and all renewal fees which are due and steps which are required for the maintenance and protection of all Material Owned Business IPR that is registered have been paid and taken;
(d) Material Owned Business IPR that is capable of registration and that a prudent businessman would have registered has been registered by a Target Group Company;
(e) licences relating to the Licensed Business IPR and Licensed Out IPR are in full force and effect, valid and binding, have been validly recorded or registered (where required), have been complied with in all material respects and no notice or intention to terminate those licences has been given, and no claims have been made and no applications are pending which if pursued or granted might be material to the accuracy of any of the above part of this warranty.
10.3 The Target Group does not require any Intellectual Property Rights in order to carry on its business as conducted in the 12 months prior to the date of this deed other than those rights which it is currently able Agreement and (ii) except as would not be material to exerciseRexahn and the Rexahn Subsidiaries, without restrictionthe date of completion of the Merger, in relation to Rexahn and the Rexahn Subsidiaries own or possess adequate Intellectual Property Rights which it owns and which it is currently licensed under the licences of Licensed Business IPR detailed in the Disclosure Documents.
10.4 The Target Group is entitled to use all Licensed Business IPR under licence for all purposes necessary to carry on its business.
10.5 Other than pursuant conduct their respective businesses as now conducted and as presently proposed to the licences be conducted. Each of Licensed Out IPR, no Target Group Company has granted and is not obliged to grant any licence, sub-licence, Encumbrance patents owned by Rexahn or assignment in respect of any of the Owned Business IPR or the Licensed Business IPR.
10.6 All confidential information (including know-how and trade secrets) owned or used by the Target Group has been kept confidential and has not been disclosed to third parties (other than parties who have signed written confidentiality undertakings in respect of such information, details of which are set out in the Disclosure Letter).
10.7 No Target Group Company has in the past three (3) years received written notice or otherwise become aware (and no person has otherwise threatened or otherwise asserted any claim) of any person:
(a) asserting that the use of any Business IPR by, or the activities of, a member Rexahn Subsidiaries as of the Target Group infringeddate of the Agreement is listed on Schedule A1(p)(i). As of (i) the date of this Agreement and (ii) except as would not have or reasonably be expected to result in a Rexahn Material Adverse Effect, misappropriated or otherwise violated the Intellectual Property Rights or other rights date of any third partycompletion of the Merger, or
(b) challenging the ownership, use, validity, enforceability or registrability of any Owned Business IPR, or
(c) making any unauthorised use of or infringing any Business IPR, or breaching confidence, passing off or doing any actionable act of unfair competition except as set forth in relation to the business or assets of any Target Group Company.
10.8 So far as each Management Warrantor is awareSchedule A1(p)(ii), none of the activities ofRexahn’s or any of the Rexahn Subsidiaries’ Intellectual Property Rights have expired, terminated or been abandoned. As of (i) the date of this Agreement and (ii) except as would not have or reasonably be expected to be material to Rexahn and the Rexahn Subsidiaries, the date of completion of the Merger, Rexahn has no knowledge of any infringement by Rexahn or any of the Rexahn Subsidiaries of Intellectual Property Rights of others. As of (i) the date of this Agreement and (ii) except as would not be material to Rexahn and the Rexahn Subsidiaries, the date of completion of the Merger, there is no claim, action or proceeding being made or brought, or processes employedto the knowledge of Rexahn or the Rexahn Subsidiaries, being threatened, against Rexahn or productsany of the Rexahn Subsidiaries regarding their Intellectual Property Rights. As of (i) the date of this Agreement and (ii) except as would not be material to Rexahn and the Rexahn Subsidiaries, software or services dealt inthe date of completion of the Merger, by neither Rexahn nor any of the Target Group infringe the rights Rexahn Subsidiaries is aware of any third party facts or breach confidencecircumstances which might give rise to any of the foregoing infringements or claims, nor make a Target Group Company liable actions or proceedings. Rexahn and the Rexahn Subsidiaries have taken reasonable security measures to pay a fee or royaltyprotect the secrecy, confidentiality and value of all of their Intellectual Property Rights.
10.9 All Business IPR will be available for use by the Target Group immediately following Closing (and thereafter) on substantially the same basis and at no greater cost as they were made available immediately prior to Closing.
Appears in 1 contract
Sources: Securities Purchase Agreement (Rexahn Pharmaceuticals, Inc.)
Intellectual Property Rights. 10.1
11.1 The Disclosure Documents Crown is the maker of the Database, copyright in the Database is Crown copyright and any database rights in the Database belong to the Crown. Intellectual Property Rights in the Data and/or the Database or any part thereof, including the manner in which the Data are presented or appear in the Database and the information stored therein and all information and Documentation relating thereto (but excluding any software or tools which are subject to Intellectual Property Rights owned by third parties and are incorporated in the Database under licence) shall remain the property of the Crown and the Licensee shall not acquire any title, copyright or other Intellectual Property Rights therein under this Licence.
11.2 Copyright in the results of research conducted by the Licensee using the Services, or any other Intellectual Property Rights arising from the results of the Licensee’s research, shall belong to the Licensee but any publication arising from use of the Data shall include completethe statement “This study is based in part on data from the General Practice Research Database obtained under licence from the UK Medicines and Healthcare products Regulatory Agency. However, the interpretation and conclusions contained in this report are those of the author/s alone”. The Licensee will ensure that the description of the Database in such publications is accurate and current and agrees to request publication of a correction to any published description which the Licensor deems to be inaccurate if so requested by the Licensor.
11.3 The Licensee shall send a copy of any publication including any abstract arising from access to the Services under this Licence to the Licensor within 2 weeks of publication.
11.4 The Licensee may not remove, suppress or modify in any way any proprietary marking, including any trademark or copyright or database right notice, on or in the Database or which is visible during operation of the Services or which is on any Documentation.
11.5 The Licensee shall notify the Licensor immediately if the Licensee becomes aware of any unauthorised access to, use or copying of any part of the Data, Database or Documentation by any person from or using the Licensee’s premises and/or facilities.
11.6 The Licensor shall have the right to defend any claim, suit or proceeding brought against the Licensee so far as it is based on a claim that authorised use by the Licensee of the Services, including the use of any software or tools incorporated into the Database under licence which are subject to Intellectual Property Rights held by any third party, infringes any Intellectual Property Rights. The Licensee shall promptly notify the Licensor in writing of the details ofof any such claim. In the event that the Licensor exercises such right:
(aA) all Owned Business IPR which are registered (including applications for registration)the Licensee shall make no statement prejudicial to the Licensor or its conduct of such defence;
(bB) the Licensor shall have sole control of the defence of such claim and all Owned Business IPR which are unregistered;
(c) all Licensed Business IPR and licences, agreements and permissions relating to the Licensed Business IPRrelated settlement negotiations if it so requires; and
(dC) the Licensee shall give the Licensor all Licensed Out IPR and all licences, agreements and permissions relating theretoreasonable assistance at the Licensor’s expense in connection therewith.
10.2 All11.7 In the event that a claim by a third party as referred to at clause 11.6 above is made or if in the Licensor’s opinion a claim is likely to occur, the Licensor shall be entitled at its own expense and option to:
(aA) Business IPR is either legally and beneficially owned solely by a Target Group Company or lawfully used with procure for the consent Licensee the right to continue using the Services; or
(B) make such alterations to the Services so that they become non-infringing; or
(C) refund pro rata the licence fees for the remainder of the owner under a written licence (details Licence Period from the date that the Licensor is notified of which are set out in Disclosure Documents);
(b) Owned Business IPR is not subject to any Encumbrance or any licence or authority in favour of another;
(c) Material Owned Business IPR are valid, subsisting and enforceable and nothing has been done, or not been done, as a result of which any of them has ceased or might cease to be valid, subsisting or enforceable and all renewal fees which are due and steps which are required for the maintenance and protection of all Material Owned Business IPR that is registered have been paid and taken;
(d) Material Owned Business IPR that is capable of registration and that a prudent businessman would have registered has been registered by a Target Group Company;
(e) licences relating to claim whereupon the Licensed Business IPR and Licensed Out IPR are in full force and effect, valid and binding, have been validly recorded or registered (where required), have been complied with in all material respects and no notice or intention to terminate those licences has been givenLicence shall terminate, and the Licensor shall have no claims have been made and no applications are pending which if pursued or granted might be material to the accuracy of any of the above part of further liability thereafter under this warranty.
10.3 The Target Group does not require any Intellectual Property Rights in order to carry on its business as conducted in the 12 months prior to the date of this deed other than those rights which it is currently able to exercise, without restriction, in relation to the Intellectual Property Rights which it owns and which it is currently licensed under the licences of Licensed Business IPR detailed in the Disclosure Documents.
10.4 The Target Group is entitled to use all Licensed Business IPR under licence for all purposes necessary to carry on its business.
10.5 Other than pursuant to the licences of Licensed Out IPR, no Target Group Company has granted and is not obliged to grant any licence, sub-licence, Encumbrance or assignment clause 11 in respect of any of the Owned Business IPR or the Licensed Business IPRsaid claim.
10.6 All confidential information (including know-how and trade secrets) owned or used by the Target Group has been kept confidential and has not been disclosed to third parties (other than parties who have signed written confidentiality undertakings in respect of such information, details of which are set out in the Disclosure Letter).
10.7 No Target Group Company has in the past three (3) years received written notice or otherwise become aware (and no person has otherwise threatened or otherwise asserted any claim) of any person:
(a) asserting that the use of any Business IPR by, or the activities of, a member of the Target Group infringed, misappropriated or otherwise violated the Intellectual Property Rights or other rights of any third party, or
(b) challenging the ownership, use, validity, enforceability or registrability of any Owned Business IPR, or
(c) making any unauthorised use of or infringing any Business IPR, or breaching confidence, passing off or doing any actionable act of unfair competition in relation to the business or assets of any Target Group Company.
10.8 So far as each Management Warrantor is aware, none of the activities of, or processes employed, or products, software or services dealt in, by the Target Group infringe the rights of any third party or breach confidence, nor make a Target Group Company liable to pay a fee or royalty.
10.9 All Business IPR will be available for use by the Target Group immediately following Closing (and thereafter) on substantially the same basis and at no greater cost as they were made available immediately prior to Closing.
Appears in 1 contract
Sources: GPRD Licence
Intellectual Property Rights. 10.1 12.1 The Disclosure Documents include completeintellectual property rights of the Website and in any text, accurate images, video, audio or other multimedia content, software or other information or material submitted to or accessible from the Website are owned by MEDEX and current details of:its licensors.
12.2 MEDEX and its licensors reserve all the intellectual property rights (aincluding, but not limited to, all copyright, trade marks, domain names, design rights, database rights, patents and all other intellectual property rights of any kind) all Owned Business IPR which are whether registered (including applications or unregistered anywhere in the world. This means, for registration);example, that MEDEX remains the owner of them and is free to use them as it sees fit.
(b) all Owned Business IPR which are unregistered;
(c) all Licensed Business IPR and licences12.3 If the Vendor prints, agreements and permissions relating copies, modifies, downloads or otherwise uses or provides any other person with access to any part of the Website in breach of this Agreement, the Vendor’s right to use the Website will ce MEDEX’ option, return or destroy any copie No right, title or interest in or to the Licensed Business IPR; and
(d) all Licensed Out IPR Website or any Content on the Website is transferred to the Vendor, and all licencesrights not expressly granted are reserved by MEDEX. Any use of the Website not expressly permitted by this Agreement is a breach of this Agreement and may violate copyright, agreements trademark and permissions relating theretoother laws.
10.2 All:12.4 By submitting Vendor Content on the Website, the Vendor irrevocably grants MEDEX a perpetual, irrevocable, world-wide, non-exclusive, fully paid and royalty-free, assignable, sub-licensable and transferable license and right to use Vendor Content and all intellectual property rights therein for any purpose. By "use" MEDEX means use, copy, display, distribute, modify, translate, reformat, incorporate into advertisements and other works, analyse, promote, commercialise, create derivative works, and in the case of third-party services, allow their users and others to do the same.
(a) Business IPR is either legally 12.5 The Vendor grants MEDEX the right to use the name or username that the Vendor submits in connection with Vendor Content. The Vendor irrevocably waives, and beneficially owned solely by a Target Group Company causes to be waived, any claims and assertions of moral rights or lawfully used attribution with respect to the consent Vendor Content brought against MEDEX or any third-party services and their users.
12.6 MEDEX attaches the utmost importance tha intellectual property rights and shall not be in any violation of the owner under activities shown on the mobile application of the Website. Therefore, MEDEX has created a written licence Brand Protection Center (details of which are set out "Center") in Disclosure Documents);
(b) Owned Business IPR is not subject order to any Encumbrance create a settlement mechanism for counterfeit products and all other brand and intellectual property rights violations to minimise the problems that the Vendor may experience. The Center shall review the complaints by accepting complaints from the intellectual property rights holders claiming that their brand or any licence or authority in favour of another;
(c) Material Owned Business IPR are valid, subsisting and enforceable and nothing has been done, or not been done, as a result of which any of them has ceased or might cease to be valid, subsisting or enforceable and all renewal fees which are due and steps which are required for the maintenance and protection of all Material Owned Business IPR that is registered other intellectual property rights have been paid violated through the Website. Therefore, MEDEX reserves the right to request additional information and taken;
(d) Material Owned Business IPR that is capable of registration and that a prudent businessman would have registered has been registered by a Target Group Company;
(e) licences relating to the Licensed Business IPR and Licensed Out IPR are in full force and effect, valid and binding, have been validly recorded or registered (where required), have been complied with in all material respects and no notice or intention to terminate those licences has been given, and no claims have been made and no applications are pending which if pursued or granted might be material to the accuracy of any of the above part of this warranty.
10.3 The Target Group does not require any Intellectual Property Rights documents in order to carry on its business out the review. The Center cannot be construed as conducted MEDEX acting as a decision maker or taking responsibility in the 12 months prior to the date of this deed other than those rights which it is currently able to exercise, without restriction, in relation to the Intellectual Property Rights which it owns and which it is currently licensed under the licences of Licensed Business IPR detailed in the Disclosure Documentsany such cases.
10.4 The Target Group is entitled to use all Licensed Business IPR under licence for all purposes necessary to carry on its business.
10.5 Other than pursuant to the licences of Licensed Out IPR, no Target Group Company has granted and is not obliged to grant any licence, sub-licence, Encumbrance or assignment in respect of any of the Owned Business IPR or the Licensed Business IPR.
10.6 All confidential information (including know-how and trade secrets) owned or used by the Target Group has been kept confidential and has not been disclosed to third parties (other than parties who have signed written confidentiality undertakings in respect of such information, details of which are set out in the Disclosure Letter).
10.7 No Target Group Company has in the past three (3) years received written notice or otherwise become aware (and no person has otherwise threatened or otherwise asserted any claim) of any person:
(a) asserting that the use of any Business IPR by, or the activities of, a member of the Target Group infringed, misappropriated or otherwise violated the Intellectual Property Rights or other rights of any third party, or
(b) challenging the ownership, use, validity, enforceability or registrability of any Owned Business IPR, or
(c) making any unauthorised use of or infringing any Business IPR, or breaching confidence, passing off or doing any actionable act of unfair competition in relation to the business or assets of any Target Group Company.
10.8 So far as each Management Warrantor is aware, none of the activities of, or processes employed, or products, software or services dealt in, by the Target Group infringe the rights of any third party or breach confidence, nor make a Target Group Company liable to pay a fee or royalty.
10.9 All Business IPR will be available for use by the Target Group immediately following Closing (and thereafter) on substantially the same basis and at no greater cost as they were made available immediately prior to Closing.
Appears in 1 contract
Sources: Vendor Agreement
Intellectual Property Rights. 10.1 The Seller owns or has the unrestricted right to use, and the Disclosure Documents include completeSchedule contains a detailed listing of, accurate and current details of:
all Intellectual Property Rights (as defined below) used or useful in connection with the Business. Except as set forth on the Disclosure Schedule, the use of all Intellectual Property Rights necessary or required for the conduct of the Business does not infringe or violate the Intellectual Property Rights of any person or entity. Except as described on the Disclosure Schedule: (a) the Seller does not own or use any Intellectual Property Rights pursuant to any written license agreement; (b) the Seller has not granted any person or entity any rights, pursuant to a written license agreement or otherwise, to use the Intellectual Property Rights; and (c) the Seller owns, has unrestricted right to use and has sole and exclusive possession of and has good and valid title to, all Owned Business IPR of the Intellectual Property Rights, free and clear of all Liens and Encumbrances. All license agreements relating to Intellectual Property Rights are valid and effective in accordance with their terms and there is not, under any of such licenses, any existing default or event of default (or event which are registered with notice or lapse of time, or both, would constitute a default, or would constitute a basis for a claim on non-performance) on the part of the Seller or, to the knowledge of the Seller or the Shareholders, any other party thereto. For the purposes of this Agreement, “Intellectual Property Rights” means: (including applications for registration);
a) inventions, ideas and conceptions, whether or not patentable, whether or not reduced to practice, and whether or not yet made the subject of a pending patent application or applications; (b) all Owned Business IPR which are unregistered;
patents, patent registrations, patent applications, and all rights therein provided by Law and all improvements to the inventions disclosed in each such registration, patent or application (collectively, “Patents”), (c) trademarks, service marks, trade dress, logos, tradenames and corporate names, including all Licensed Business IPR of the goodwill associated therewith, whether or not registered, including all common law rights, and licencesregistrations and applications for registration thereof, agreements including, but not limited to, all marks registered in the United States Patent and permissions relating to the Licensed Business IPRTrademark Office or state or foreign trademark office (collectively “Trademarks”); and
(d) all Licensed Out IPR copyrights, whether or not registered, and registrations and applications for registration thereof, and all licencesrights therein provided by Law (collectively, agreements and permissions relating thereto.
10.2 All:
(a) Business IPR is either legally and beneficially owned solely by a Target Group Company or lawfully used with the consent of the owner under a written licence (details of which are set out in Disclosure Documents“Copyrights”);
(b) Owned Business IPR is not subject to any Encumbrance or any licence or authority in favour of another;
(c) Material Owned Business IPR are valid, subsisting and enforceable and nothing has been done, or not been done, as a result of which any of them has ceased or might cease to be valid, subsisting or enforceable and all renewal fees which are due and steps which are required for the maintenance and protection of all Material Owned Business IPR that is registered have been paid and taken;
(d) Material Owned Business IPR that is capable of registration and that a prudent businessman would have registered has been registered by a Target Group Company;
; (e) licences relating to the Licensed Business IPR mask works or registrations of mask works; (f) trade secrets and Licensed Out IPR are in full force and effectconfidential, valid and binding, have been validly recorded or registered (where required), have been complied with in all material respects and no notice or intention to terminate those licences has been given, and no claims have been made and no applications are pending which if pursued or granted might be material to the accuracy of any of the above part of this warranty.
10.3 The Target Group does not require any Intellectual Property Rights in order to carry on its business as conducted in the 12 months prior to the date of this deed other than those rights which it is currently able to exercise, without restriction, in relation to the Intellectual Property Rights which it owns and which it is currently licensed under the licences of Licensed Business IPR detailed in the Disclosure Documents.
10.4 The Target Group is entitled to use all Licensed Business IPR under licence for all purposes necessary to carry on its business.
10.5 Other than pursuant to the licences of Licensed Out IPR, no Target Group Company has granted and is not obliged to grant any licence, sub-licence, Encumbrance or assignment in respect of any of the Owned Business IPR or the Licensed Business IPR.
10.6 All confidential technical information (including ideas, formulas, compositions, inventions and conceptions of inventions whether patentable or unpatentable and whether or not reduced to practice); (g) technology, know-how how, research and trade secrets) owned or used by the Target Group has been kept confidential development information, computer programs and has not been disclosed to third parties other computer software (other than parties who have signed written confidentiality undertakings in respect widely-available off-the-shelf shrink-wrap software) technical data, whether or not secret or confidential; (h) copies and all tangible embodiments of such information, details of which are set out in the Disclosure Letter).
10.7 No Target Group Company has in the past three (3) years received written notice or otherwise become aware (and no person has otherwise threatened or otherwise asserted any claim) of any person:
(a) asserting that the use of any Business IPR by, or the activities of, a member all of the Target Group infringedforegoing, misappropriated in whatever form or otherwise violated the Intellectual Property Rights or other medium; (i) all rights of any third partyto obtain and rights to apply for Patents, or
(b) challenging the ownership, use, validity, enforceability or registrability of any Owned Business IPR, or
(c) making any unauthorised use of or infringing any Business IPR, or breaching confidence, passing off or doing any actionable act of unfair competition in relation and to the business or assets of any Target Group Companyregister Trademarks and Copyrights.
10.8 So far as each Management Warrantor is aware, none of the activities of, or processes employed, or products, software or services dealt in, by the Target Group infringe the rights of any third party or breach confidence, nor make a Target Group Company liable to pay a fee or royalty.
10.9 All Business IPR will be available for use by the Target Group immediately following Closing (and thereafter) on substantially the same basis and at no greater cost as they were made available immediately prior to Closing.
Appears in 1 contract
Sources: Agreement and Plan of Reorganization (Global Epoint Inc)
Intellectual Property Rights. 10.1 The Disclosure Documents include complete, accurate and current details of:
(a) Except as set forth on Section 6.12(a) of the Seller Disclosure Schedule, Seller, GCS and/or Parent owns or possesses licenses or other rights to use or has title to all Owned Business IPR which patents, patent applications, trademarks, trademark applications, trade secrets, service marks, service ▇▇▇▇ applications, trade names, copyrights, inventions, drawings, designs, customer lists, processing systems, technology, software, programs, equipment, proprietary know-how information, or other rights with respect thereto used in and material to the Business, including the Software (the "Seller Proprietary Rights"). To the Knowledge of Seller, GCS and/or Parent, the current operations of Parent, Seller and GCS and the Seller Proprietary Rights do not, and the proposed operations of Buyer with respect to the Transaction (so long as such are registered (including applications for registrationreasonably consistent with Seller's, GCS's and/or Parent's past practices in the Business);, will not conflict with or infringe, and no one has asserted to Seller, GCS and/or Parent that such current or proposed operations materially conflict with or infringe, or might conflict with or infringe, any proprietary rights claimed, owned, possessed or used by any third party.
(b) There are no material claims, disputes, actions, proceedings, suits or appeals pending against Parent or Seller with respect to any Seller Proprietary Rights and none has been threatened against Parent or Seller. Except as set forth on Section 6.12(b) of the Seller Disclosure Schedule, to the Knowledge of Parent and Seller, there are no facts or alleged facts which would reasonably serve as a basis for any claim that Parent or Seller does not have the unrestricted right to use, free of any rights or material claims of others, all Owned Seller Proprietary Rights in the development, manufacture, use, sale or other disposition of any or all products or services presently being used, furnished or sold in the Business IPR which are unregistered;or contemplated to be used, furnished or sold in the Business.
(c) all Licensed Business IPR To the Knowledge of Parent and licencesSeller, agreements and permissions relating to the Licensed Business IPR; andSeller Proprietary Rights have not been infringed upon by others.
(d) Seller, GCS and/or Parent own all Licensed Out IPR right, title and interest in and to the Owned Software and have the right to transfer and assign all licencessuch right, agreements title and permissions relating theretointerest to Buyer as provided under this Agreement.
10.2 All:
(a) Business IPR is either legally and beneficially owned solely by a Target Group Company or lawfully used with the consent of the owner under a written licence (details of which are set out in Disclosure Documents);
(b) Owned Business IPR is not subject to any Encumbrance or any licence or authority in favour of another;
(c) Material Owned Business IPR are valid, subsisting and enforceable and nothing has been done, or not been done, as a result of which any of them has ceased or might cease to be valid, subsisting or enforceable and all renewal fees which are due and steps which are required for the maintenance and protection of all Material Owned Business IPR that is registered have been paid and taken;
(d) Material Owned Business IPR that is capable of registration and that a prudent businessman would have registered has been registered by a Target Group Company;
(e) licences relating Seller, GCS and/or Parent hold valid licenses in and to the Licensed Business IPR and Licensed Out IPR are in full force and effectSoftware and, valid and bindingexcept as set forth on Section 6.12(e) of the Seller Disclosure Schedule, have been validly recorded or registered the right to transfer and assign all such rights and licenses to Buyer as provided under this Agreement.
(where required), have been complied with f) Except as set forth in all material respects and no notice or intention to terminate those licences has been given, and no claims have been made and no applications are pending which if pursued or granted might be material to the accuracy of any Section 6.12(f) of the above part of this warranty.
10.3 The Target Group does not require any Intellectual Property Rights in order to carry on its business Seller Disclosure Schedule, the Owned Software performs consistent with current and past practice as conducted used by Parent, Seller and GCS in the 12 months prior to the date Ordinary Course of this deed other than those rights which it is currently able to exercise, without restriction, in relation to the Intellectual Property Rights which it owns and which it is currently licensed under the licences of Licensed Business IPR detailed in the Disclosure DocumentsBusiness.
10.4 The Target Group is entitled to use all Licensed Business IPR under licence for all purposes necessary to carry on its business.
10.5 Other than pursuant to the licences of Licensed Out IPR, no Target Group Company has granted and is not obliged to grant any licence, sub-licence, Encumbrance or assignment in respect of any of the Owned Business IPR or the Licensed Business IPR.
10.6 All confidential information (including know-how and trade secrets) owned or used by the Target Group has been kept confidential and has not been disclosed to third parties (other than parties who have signed written confidentiality undertakings in respect of such information, details of which are set out in the Disclosure Letter).
10.7 No Target Group Company has in the past three (3) years received written notice or otherwise become aware (and no person has otherwise threatened or otherwise asserted any claim) of any person:
(a) asserting that the use of any Business IPR by, or the activities of, a member of the Target Group infringed, misappropriated or otherwise violated the Intellectual Property Rights or other rights of any third party, or
(b) challenging the ownership, use, validity, enforceability or registrability of any Owned Business IPR, or
(c) making any unauthorised use of or infringing any Business IPR, or breaching confidence, passing off or doing any actionable act of unfair competition in relation to the business or assets of any Target Group Company.
10.8 So far as each Management Warrantor is aware, none of the activities of, or processes employed, or products, software or services dealt in, by the Target Group infringe the rights of any third party or breach confidence, nor make a Target Group Company liable to pay a fee or royalty.
10.9 All Business IPR will be available for use by the Target Group immediately following Closing (and thereafter) on substantially the same basis and at no greater cost as they were made available immediately prior to Closing.
Appears in 1 contract
Sources: Merchant Asset Purchase Agreement (First Horizon National Corp)
Intellectual Property Rights. 10.1 i. The Disclosure Documents include complete, attached INTELLECTUAL PROPERTY SCHEDULE contains a complete and accurate and current details of:
list of all (a) all Owned Business IPR which are patented or registered (including applications for registration);
Intellectual Property Rights owned or used by the Borrower, the Company or any of their Subsidiaries, (b) all Owned Business IPR which are unregistered;
pending patent applications and applications for registrations of other Intellectual Property Rights filed by the Borrower, the Company or any of their Subsidiaries, (c) all Licensed Business IPR unregistered trade names and licencesbusiness names owned or used by the Borrower, agreements the Company or any of their Subsidiaries and permissions relating to the Licensed Business IPR; and
(d) all Licensed Out IPR material unregistered trademarks, service marks, copyrights, mask works and all licencescomputer software owned by the Borrower, agreements and permissions relating thereto.
10.2 All:
(a) Business IPR is either legally and beneficially owned solely by a Target Group the Company or lawfully used with any of their Subsidiaries. The INTELLECTUAL PROPERTY SCHEDULE also contains a complete and accurate list of all licenses and other rights granted by the consent Borrower, the Company or any of the owner under a written licence (details of which are set out in Disclosure Documents);
(b) Owned Business IPR is not subject their Subsidiaries to any Encumbrance or any licence or authority in favour of another;
(c) Material Owned Business IPR are valid, subsisting and enforceable and nothing has been done, or not been done, as a result of which any of them has ceased or might cease third party with respect to be valid, subsisting or enforceable and all renewal fees which are due and steps which are required for the maintenance and protection of all Material Owned Business IPR that is registered have been paid and taken;
(d) Material Owned Business IPR that is capable of registration and that a prudent businessman would have registered has been registered by a Target Group Company;
(e) licences relating to the Licensed Business IPR and Licensed Out IPR are in full force and effect, valid and binding, have been validly recorded or registered (where required), have been complied with in all material respects and no notice or intention to terminate those licences has been given, and no claims have been made and no applications are pending which if pursued or granted might be material to the accuracy of any of the above part of this warranty.
10.3 The Target Group does not require any Intellectual Property Rights in order to carry on its business as conducted in the 12 months prior and all licenses and other rights granted by any third party to the date Borrower, the Company or any of this deed their Subsidiaries with respect to any Intellectual Property Rights (excluding licenses for the use of mass market software), in each case identifying the subject Intellectual Property Rights. The Borrower, the Company or one of their Subsidiaries owns all right, title and interest to, or has the right to use pursuant to a valid license, all Intellectual Property Rights necessary for the operation of the businesses of the Borrower, the Company and their Subsidiaries as presently conducted and as presently proposed to be conducted, free and clear of all Liens. The loss or expiration of any Intellectual Property Right or related group of Intellectual Property Rights owned or used by the Borrower, the Company or any of their Subsidiaries has not had and would not reasonably be expected to have a Material Adverse Effect, and no such loss or expiration is threatened, pending or reasonably foreseeable. The Borrower, the Company and their Subsidiaries have taken all necessary and desirable actions to maintain and protect the Intellectual Property Rights which they own except where the failure to so maintain and protect the Intellectual Property Rights could not reasonably be expected to have a Material Adverse Effect. To the best of the Borrower's and the Company's knowledge, but without any independent inquiry, the owners of any Intellectual Property Rights licensed to the Borrower, the Company or any of their Subsidiaries have taken all necessary actions to maintain and protect the Intellectual Property Rights which are subject to such licenses.
ii. Except as set forth on the attached INTELLECTUAL PROPERTY SCHEDULE: (a) the Borrower, the Company and their Subsidiaries own all right, title and interest in and to all of the Intellectual Property Rights listed on such schedule, free and clear of all Liens (other than those Liens created under the Transaction Documents), (b) there have been no claims made against the Borrower, the Company or any of their Subsidiaries asserting the invalidity, misuse or unenforceability of any of such Intellectual Property Rights, and, to the knowledge of the Borrower, the Company and their Subsidiaries, there are no valid grounds for the same, (c) neither the Borrower, the Company nor any of their Subsidiaries has received any notices of, and is not aware of any facts which indicate a likelihood of, any infringement or misappropriation by, or conflict with, any third party with respect to such Intellectual Property Rights (including any demand or request that the Borrower, the Company or any of their Subsidiaries license any rights which it is currently able to exercisefrom a third party), without restriction(d) the conduct of the Borrower's, the Company's and each of their Subsidiaries' business has not infringed, misappropriated or conflicted with and does not infringe, misappropriate or conflict with, in relation any material manner, any Intellectual Property Rights of other Persons, nor would any future conduct as presently contemplated infringe, misappropriate or conflict with, in any material manner, any Intellectual Property Rights of other Persons, (e) to the best of the Borrower's and the Company's knowledge, the Intellectual Property Rights owned by or licensed to the Borrower, the Company or any of their Subsidiaries have not been infringed, misappropriated or conflicted by other Persons, and (f) the transactions contemplated by this Agreement shall have no Material Adverse Effect on the Borrower's, the Company's or any of their Subsidiaries' right, title and interest in and to the Intellectual Property Rights which it owns and which it is currently licensed under listed on the licences of Licensed Business IPR detailed in the Disclosure DocumentsINTELLECTUAL PROPERTY SCHEDULE.
10.4 The Target Group is entitled to use all Licensed Business IPR under licence for all purposes necessary to carry on its business.
10.5 Other than pursuant to the licences of Licensed Out IPR, no Target Group Company has granted and is not obliged to grant any licence, sub-licence, Encumbrance or assignment in respect of any of the Owned Business IPR or the Licensed Business IPR.
10.6 All confidential information (including know-how and trade secrets) owned or used by the Target Group has been kept confidential and has not been disclosed to third parties (other than parties who have signed written confidentiality undertakings in respect of such information, details of which are set out in the Disclosure Letter).
10.7 No Target Group Company has in the past three (3) years received written notice or otherwise become aware (and no person has otherwise threatened or otherwise asserted any claim) of any person:
(a) asserting that the use of any Business IPR by, or the activities of, a member of the Target Group infringed, misappropriated or otherwise violated the Intellectual Property Rights or other rights of any third party, or
(b) challenging the ownership, use, validity, enforceability or registrability of any Owned Business IPR, or
(c) making any unauthorised use of or infringing any Business IPR, or breaching confidence, passing off or doing any actionable act of unfair competition in relation to the business or assets of any Target Group Company.
10.8 So far as each Management Warrantor is aware, none of the activities of, or processes employed, or products, software or services dealt in, by the Target Group infringe the rights of any third party or breach confidence, nor make a Target Group Company liable to pay a fee or royalty.
10.9 All Business IPR will be available for use by the Target Group immediately following Closing (and thereafter) on substantially the same basis and at no greater cost as they were made available immediately prior to Closing.
Appears in 1 contract
Sources: Note Purchase Agreement (Security Capital Corp/De/)
Intellectual Property Rights. 10.1 The Disclosure Documents include complete, accurate and current details of:
(a) Appendix 6.5(a) contains a complete and accurate list of all Owned Business IPR which are registered (including Intellectual Property Rights owned by the Company and all applications for registrationthe registration of other Intellectual Proprietary Rights filed by the Company (the “Proprietary Rights”);. [*CONFIDENTIAL TREATMENT HAS BEEN REQUESTED AS TO CERTAIN PORTIONS OF THIS DOCUMENT. EACH SUCH PORTION, WHICH HAS BEEN OMITTED HEREIN AND REPLACED WITH AN ASTERISK ****, HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.]
(b) The Company is the legal and beneficial owner of all Owned Business IPR which are unregistered;
(c) all Licensed Business IPR the Proprietary Rights and, unless indicated otherwise, in each case free and licences, agreements and permissions relating to the Licensed Business IPR; and
(d) all Licensed Out IPR and all licences, agreements and permissions relating thereto.
10.2 All:
(a) Business IPR is either legally and beneficially owned solely by a Target Group Company or lawfully used with the consent clear of the owner under a written licence (details of which are any Encumbrances save as set out in Disclosure DocumentsAppendix 6.5(a);
(b) Owned Business IPR is not subject to any Encumbrance or any licence or authority in favour of another;
(c) Material Owned Business IPR are valid, subsisting and enforceable and nothing has been done, or not been done, as a result of which any of them has ceased or might cease to be valid, subsisting or enforceable and all renewal fees which are due and steps which are required . All registrations for the maintenance owned Proprietary Rights are valid and protection of all Material Owned Business IPR that is registered have been paid and taken;
(d) Material Owned Business IPR that is capable of registration and that a prudent businessman would have registered has been registered by a Target Group Company;
(e) licences relating to the Licensed Business IPR and Licensed Out IPR are in full force and effect, valid and binding, all relevant renewal fees have been validly recorded paid on their respective due dates.
(c) The Company is the legal and beneficial owner of all Know-How generated as a result of the development of the Product and the Proprietary Rights, including, but not limited to, the documentation specified or registered referred to in Appendix 6.5(c) (where requiredthe “Proprietary Know-How”) and, unless indicated otherwise therein, in each case free and clear of any Encumbrances. The Company is the legal and beneficial owner of all formulations related to the Product developed by Galencia AB.
(d) The Seller has no right, title or interest left in, to or under the Product, including, but not limited to the Proprietary Rights and the Proprietary Know-How after its sale, transfer and assignment to the Company under the asset transfer agreement disclosed in the Due Diligence Information of the “Business” (as defined in said asset transfer agreement), have been complied with in all material respects and no notice .
(e) No license or intention to terminate those licences other right has been givengranted by the Company to any third party with respect to the owned Proprietary Rights or the Proprietary Know-How, except for the right to use or manufacture under the same pursuant to the supply agreement(s) disclosed in the Due Diligence Information, and no claims have been made the use of the owned Proprietary Rights and no applications are pending which if pursued or granted might the Proprietary Know-How is not dependant on any license of third party Intellectual Property Rights. All of the owned Proprietary Rights and the Proprietary Know-How will be material included, unaffected, in the transfer of the Shares to the accuracy Buyer under the terms of this Agreement.
(f) No obligation exists for the Company to pay royalties or any other remuneration to any third party with respect to the Company’s use or commercialisation of the above part Proprietary Rights or the Proprietary Know-How, except, for avoidance of doubt, for the Purchase Price payable to the Seller under this warrantyAgreement and as may follow from the supply agreement(s) disclosed in the Due Diligence Information.
10.3 (g) The Target Group does Company has not require received any written notice of invalidity, infringement, or misappropriation from any third party with respect to any Intellectual Property Rights of the Company or of any third party. To the Seller’s knowledge, the Company has not, interfered with, infringed upon, misappropriated, or otherwise come into conflict with any Intellectual Property Rights of any third parties and no third party has interfered with, infringed upon, misappropriated, or otherwise come into conflict with any of the Proprietary Rights of the Company.
(h) Each former and current employee and consultant of the Company engaged in development work with respect to the Product and the resulting Proprietary Rights and Proprietary Know-How has or will have as of Closing Date executed an agreement or other intellectual property assignment document that assigns (or have assigned), to the extent permitted by applicable law, all rights, title and interests in or to the Intellectual Property Rights and Know-How developed in the course of his/her duties under the employment or consultancy assignment to the Company or the Seller, if such Intellectual Property Rights was developed prior to the Seller’s assignment to the “Business” (as [*CONFIDENTIAL TREATMENT HAS BEEN REQUESTED AS TO CERTAIN PORTIONS OF THIS DOCUMENT. EACH SUCH PORTION, WHICH HAS BEEN OMITTED HEREIN AND REPLACED WITH AN ASTERISK ****, HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.] referred to in Section (d) above) to the Company. There are no outstanding or potential claims against the Company for compensation or ownership in respect of any rights, title or interest in, to or under any such owned Proprietary Rights or Proprietary Know-How from any former or current employee or consultant.
(i) The Company owns or licences all the Intellectual Property Rights and Know-How necessary in order to fully carry on the business of the Company as currently conducted and to the Seller’s knowledge no further licences or consents or payments is required in order to carry on its the business as it has been conducted in the 12 months prior to the date of this deed other than those rights which it is currently able to exercise, without restriction, in relation to the Intellectual Property Rights which it owns and which it is currently licensed under the licences of Licensed Business IPR detailed in the Disclosure DocumentsAgreement.
10.4 The Target Group is entitled to use all Licensed Business IPR under licence for all purposes necessary to carry on its business.
10.5 Other than pursuant to the licences of Licensed Out IPR, no Target Group Company has granted and is not obliged to grant any licence, sub-licence, Encumbrance or assignment in respect of any of the Owned Business IPR or the Licensed Business IPR.
10.6 All confidential information (including know-how and trade secrets) owned or used by the Target Group has been kept confidential and has not been disclosed to third parties (other than parties who have signed written confidentiality undertakings in respect of such information, details of which are set out in the Disclosure Letter).
10.7 No Target Group Company has in the past three (3) years received written notice or otherwise become aware (and no person has otherwise threatened or otherwise asserted any claim) of any person:
(a) asserting that the use of any Business IPR by, or the activities of, a member of the Target Group infringed, misappropriated or otherwise violated the Intellectual Property Rights or other rights of any third party, or
(b) challenging the ownership, use, validity, enforceability or registrability of any Owned Business IPR, or
(c) making any unauthorised use of or infringing any Business IPR, or breaching confidence, passing off or doing any actionable act of unfair competition in relation to the business or assets of any Target Group Company.
10.8 So far as each Management Warrantor is aware, none of the activities of, or processes employed, or products, software or services dealt in, by the Target Group infringe the rights of any third party or breach confidence, nor make a Target Group Company liable to pay a fee or royalty.
10.9 All Business IPR will be available for use by the Target Group immediately following Closing (and thereafter) on substantially the same basis and at no greater cost as they were made available immediately prior to Closing.
Appears in 1 contract
Sources: Share Purchase Agreement
Intellectual Property Rights. 10.1 9.1. The Disclosure Documents include completeOrganisation (on behalf of itself and as agent for the Institutions) acknowledges that the Licensed Materials are protected by international copyright law, accurate database rights and current details of:
(a) other Intellectual Property Rights, and that all Owned Business IPR which are registered (including applications for registration);
(b) all Owned Business IPR which are unregistered;
(c) all Licensed Business IPR and licences, agreements and permissions Intellectual Property Rights relating to the Licensed Business IPRMaterials are the sole and exclusive property of the Publisher, its affiliates and licensors.
9.2. This Agreement does not convey to the Organisation or the Institutions any right, title or interest in the Licensed Materials except for the right to use the Licensed Material in accordance with the terms and conditions of this Agreement. All of the Publisher’s rights which are not specifically granted to the Organisation and the Institutions by this Agreement are reserved to the Publisher.
9.3. The Organisation agrees (on behalf of itself and as agent for the Institutions) that it shall notify the Publisher as soon as possible on becoming aware of:
9.3.1. any unauthorised possession or use of the Licensed Material;
9.3.2. any infringement of the Publisher’s Intellectual Property Rights, or any portion thereof; and
(d) all 9.3.3. any claim by any third party that the Licensed Out IPR and all licences, agreements and permissions relating theretoMaterial infringes an intellectual property or proprietary right of any third party.
10.2 All:
(a) Business IPR is either legally 9.4. The Publisher warrants that it has the full power and beneficially owned solely by a Target Group Company or lawfully used with authority to enter into this Agreement, and has all the consent of the owner necessary permissions to execute and perform its obligations under a written licence (details of which are set out in Disclosure Documents);
(b) Owned Business IPR is not subject to any Encumbrance or any licence or authority in favour of another;
(c) Material Owned Business IPR are valid, subsisting and enforceable and nothing has been done, or not been done, as a result of which any of them has ceased or might cease to be valid, subsisting or enforceable and all renewal fees which are due and steps which are required for the maintenance and protection of all Material Owned Business IPR that is registered have been paid and taken;
(d) Material Owned Business IPR that is capable of registration and that a prudent businessman would have registered has been registered by a Target Group Company;
(e) licences relating this Agreement. The Publisher warrants to the Organisation and the Institutions that the Licensed Business IPR and Licensed Out IPR are in full force and effect, valid and binding, have been validly recorded or registered (where required), have been complied with in all material respects and no notice or intention to terminate those licences has been given, and no claims have been made and no applications are pending which if pursued or granted might be material to the accuracy of any of the above part of Materials used as contemplated by this warranty.
10.3 The Target Group does Agreement do not require any Intellectual Property Rights in order to carry on its business as conducted in the 12 months prior to the date of this deed other than those rights which it is currently able to exercise, without restriction, in relation to infringe the Intellectual Property Rights which it owns of any person. The Publisher shall indemnify and which it is currently licensed under hold the licences Organisation and the Institutions harmless from and against any loss, damage, costs, liability and expenses (including reasonable legal and professional fees) arising out of Licensed Business IPR detailed in any legal action taken against the Disclosure Documents.
10.4 The Target Group is entitled to use all Licensed Business IPR under licence for all purposes necessary to carry on its business.
10.5 Other than pursuant to the licences of Licensed Out IPR, no Target Group Company has granted and is not obliged to grant any licence, sub-licence, Encumbrance Organisation or assignment in respect of any of the Owned Business IPR Institutions claiming actual or alleged infringement of such rights. This indemnity shall survive the termination of this Agreement for any reason. This indemnity shall not apply if the Organisation or the Instituion has amended the Licensed Business IPR.
10.6 All confidential information (including know-how and trade secrets) owned or used Materials in any way not permitted by the Target Group has been kept confidential and has this Agreement. This indemnity shall not been disclosed apply to third parties (other than parties who have signed written confidentiality undertakings in respect of such information, details of which are set out in the Disclosure Letter).
10.7 No Target Group Company has in the past three (3) years received written notice or otherwise become aware (and no person has otherwise threatened or otherwise asserted any claim) of any person:
(a) asserting that party claims relating to the use of Licensed Materials by any Business IPR by, or unauthorized third party and/or the activities of, a member use of the Target Group infringed, misappropriated or otherwise violated the Intellectual Property Rights or other rights of Licensed Materials in any third party, or
(b) challenging the ownership, use, validity, enforceability or registrability of any Owned Business IPR, or
(c) making any unauthorised use of or infringing any Business IPR, or breaching confidence, passing off or doing any actionable act of unfair competition in relation to the business or assets of any Target Group Company.
10.8 So far as each Management Warrantor manner that is aware, none of the activities of, or processes employed, or products, software or services dealt in, by the Target Group infringe the rights of any third party or breach confidence, nor make a Target Group Company liable to pay a fee or royalty.
10.9 All Business IPR will be available for use by the Target Group immediately following Closing (and thereafter) on substantially the same basis and at no greater cost as they were made available immediately prior to Closing.not permitted under this Agreement
Appears in 1 contract
Sources: Institutional Licence Open Access Read & Publish Agreement
Intellectual Property Rights. 10.1 The Disclosure Documents include complete, accurate and current details of:
(a) Schedule 3.21 contains a complete list of all Owned Business IPR which registered trademarks, registered service marks, trademark and service ▇▇▇▇ applications, Internet domain names, trade names, registered copyrights and other intellectual property presently owned or held by Bank of York or used in a material manner by it in the conduct of its business (the “Intellectual Property”), other than commercially available “shrink wrap” or “click wrap” licenses. Except as further set forth in Schedule 3.21, Bank of York owns or has the right to use and continue to use the Intellectual Property in the operation of its business. Except where such violations, misappropriations, infringements or unauthorized use would not be material to Bank of York, (i) there are registered no rights of third parties to any such Intellectual Property; (including applications for registration);ii) there is no infringement, misappropriation or unauthorized use by third parties of any such Intellectual Property; (iii) there is no pending or threatened Proceeding by any Person challenging Bank of York’s rights in or to any such Intellectual Property; (iv) there is no pending or threatened Proceeding by any Person challenging the validity or scope of any such Intellectual Property; and (v) there is no pending or threatened Proceeding by any Person, and Bank of York has not received written notice from any other Person, that Bank of York infringes, misappropriates or otherwise violates any Intellectual Property of any other Person.
(b) all Owned Business IPR which are unregistered;
(c) all Licensed Business IPR and licences, agreements and permissions relating to the Licensed Business IPR; and
(d) all Licensed Out IPR and all licences, agreements and permissions relating thereto.
10.2 All:
(a) Business IPR is either legally and beneficially owned solely by a Target Group Company or lawfully used with the consent Bank of the owner under a written licence (details of which are set out in Disclosure Documents);
(b) Owned Business IPR is not subject to any Encumbrance or any licence or authority in favour of another;
(c) Material Owned Business IPR are valid, subsisting and enforceable and nothing has been done, or not been done, as a result of which any of them has ceased or might cease to be valid, subsisting or enforceable and all renewal fees which are due and steps which are required for the maintenance and protection of all Material Owned Business IPR that is registered have been paid and taken;
(d) Material Owned Business IPR that is capable of registration and that a prudent businessman would have registered has been registered by a Target Group Company;
(e) licences relating to the Licensed Business IPR and Licensed Out IPR are in full force and effect, valid and binding, have been validly recorded or registered (where required), have been complied with in all material respects and no notice or intention to terminate those licences has been given, and no claims have been made and no applications are pending which if pursued or granted might be material to the accuracy of any of the above part of this warranty.
10.3 The Target Group does not require any Intellectual Property Rights in order to carry on its business as conducted in the 12 months prior to the date of this deed other than those rights which it is currently able to exercise, without restriction, in relation to the Intellectual Property Rights which it owns and which it is currently licensed under the licences of Licensed Business IPR detailed in the Disclosure Documents.
10.4 The Target Group is entitled to use all Licensed Business IPR under licence for all purposes necessary to carry on its business.
10.5 Other than pursuant to the licences of Licensed Out IPR, no Target Group Company has granted and is not obliged to grant any licence, sub-licence, Encumbrance or assignment in respect of any of the Owned Business IPR or the Licensed Business IPR.
10.6 All confidential information (including know-how and trade secrets) owned or used by the Target Group has been kept confidential and York has not been disclosed to third parties (other than parties who have signed written confidentiality undertakings charged with engaging, Bank of York is not engaging, in respect any kind of such informationunfair or unlawful competition. Neither the execution, details delivery and performance of which are set out this Agreement nor the consummation of the transactions contemplated hereby shall in any way impair the Disclosure Letter).
10.7 No Target Group Company has in the past three (3) years received written notice or otherwise become aware (and no person has otherwise threatened or otherwise asserted any claim) right of any person:
(a) asserting that the use Bank of any Business IPR by, York or the activities of, a member of the Target Group infringed, misappropriated or otherwise violated the Intellectual Property Rights or other rights of any third party, or
(b) challenging the ownership, Surviving Bank to use, validitysell, enforceability license or registrability of any Owned Business IPR, or
(c) making any unauthorised use of or infringing any Business IPR, or breaching confidence, passing off or doing any actionable act of unfair competition in relation to the business or assets of any Target Group Company.
10.8 So far as each Management Warrantor is aware, none of the activities dispose of, or processes employedto bring any action for the infringement of, or products, software or services dealt in, by the Target Group infringe the rights of any third party or breach confidence, nor make a Target Group Company liable to pay a fee or royaltyIntellectual Property.
10.9 All Business IPR will be available for use by the Target Group immediately following Closing (and thereafter) on substantially the same basis and at no greater cost as they were made available immediately prior to Closing.
Appears in 1 contract
Intellectual Property Rights. 10.1 The Disclosure Documents include completeBuyer will not acquire any title, accurate right or interest in or to any intellectual property rights (“IPR ”) belonging to or licensed to Fluid or developed by Fluid, including any IPR relating to:
(a) any services, processes, procedures or documentation used by Fluid in the performance of any services under the Contract;
(b) any Goods provided under the Contract; or
(c) any Information provided under the Contract.
10.2 Subject to clauses 10.3 and current details 10.4 , the sole liability of Fluid in respect of any claims for infringement of a third party's IPR, will be to indemnify the Buyer against any loss resulting from a third party claim that the use by the Buyer of any Goods, services, or Information infringes any IPR owned by such third party, provided that Fluid will not be liable to the Buyer for any loss of profit, contracts, revenue or goodwill, indirect losses, or any loss of use of such Goods, services or Information, arising as a result directly or indirectly of any such claim.
10.3 The Buyer will, as soon as is practicable, give notice in writing to Fluid of any such claim providing full details, following which Fluid may at its own expense and at its sole discretion:
(a) assume the defense, disposal or settlement of such claim and the Buyer will give Fluid all reasonable assistance and will not by any act or omission do anything which may directly or indirectly prejudice the position of Fluid in respect of such claim; and/or
(b) substitute for any allegedly infringing Goods, services, or Information substantially equivalent non infringing Goods, services, or Information.
10.4 The indemnity contained in clause 10.2 will not apply to claims for infringement in respect of:
(a) all Owned Business IPR which are registered (including applications any Goods not of Fluid design or delivered by Fluid but Fluid will, in the event of any claim for registration);
(b) all Owned Business IPR which are unregistered;
(c) all Licensed Business IPR and licencesinfringement, agreements and permissions relating pass on to the Licensed Business IPR; and
(d) all Licensed Out IPR and all licencesBuyer, agreements and permissions relating thereto.
10.2 All:
(a) Business IPR is either legally and beneficially owned solely by a Target Group Company or lawfully used with in so far as it has the consent of right to do so, the owner under a written licence (details of which are set out in Disclosure Documents);
(b) Owned Business IPR is not subject to any Encumbrance or any licence or authority in favour of another;
(c) Material Owned Business IPR are valid, subsisting and enforceable and nothing has been done, or not been done, as a result of which any of them has ceased or might cease to be valid, subsisting or enforceable and all renewal fees which are due and steps which are required for the maintenance and protection of all Material Owned Business IPR that is registered have been paid and taken;
(d) Material Owned Business IPR that is capable of registration and that a prudent businessman would have registered has been registered by a Target Group Company;
(e) licences relating to the Licensed Business IPR and Licensed Out IPR are in full force and effect, valid and binding, have been validly recorded or registered (where required), have been complied with in all material respects and no notice or intention to terminate those licences has been given, and no claims have been made and no applications are pending which if pursued or granted might be material to the accuracy benefits of any of the above part of this warranty.
10.3 The Target Group does not require any Intellectual Property Rights in order indemnity given to carry on its business as conducted in the 12 months prior to the date of this deed other than those rights which it is currently able to exercise, without restriction, in relation to the Intellectual Property Rights which it owns and which it is currently licensed under the licences of Licensed Business IPR detailed in the Disclosure Documents.
10.4 The Target Group is entitled to use all Licensed Business IPR under licence for all purposes necessary to carry on its business.
10.5 Other than pursuant to the licences of Licensed Out IPR, no Target Group Company has granted and is not obliged to grant any licence, sub-licence, Encumbrance or assignment in respect of any of the Owned Business IPR or the Licensed Business IPR.
10.6 All confidential information (including know-how and trade secrets) owned or used Fluid by the Target Group has been kept confidential and has not been disclosed to third parties (other than parties who have signed written confidentiality undertakings in respect designer, manufacturer or supplier of such information, details of which are set out in the Disclosure Letter).
10.7 No Target Group Company has in the past three (3) years received written notice or otherwise become aware (and no person has otherwise threatened or otherwise asserted any claim) of any person:
(a) asserting that the use of any Business IPR by, or the activities of, a member of the Target Group infringed, misappropriated or otherwise violated the Intellectual Property Rights or other rights of any third party, Goods; or
(b) challenging any use of the ownership, use, validity, enforceability Goods in a manner not permitted by the specifications or registrability requirements of any Owned Business IPR, such Goods; or
(c) making any unauthorised use of or infringing any Business IPR, or breaching confidence, passing off or doing any actionable act of unfair competition in relation modification to the business Goods which is carried out by or assets of any Target Group Company.
10.8 So far as each Management Warrantor is aware, none on behalf of the activities ofBuyer, or processes employedif such modification is not authorized by Fluid in writing; or
(d) any Goods manufactured to the specific instructions of the Buyer; or
(e) losses resulting from the Buyer failing to observe its obligations under any Contract and/or to the extent that such losses could be, or productsbut have not been, software or services dealt in, mitigated by the Target Group infringe the rights of any third party or breach confidence, nor make a Target Group Company liable to pay a fee or royaltyBuyer.
10.9 All Business IPR will be available for use by the Target Group immediately following Closing (and thereafter) on substantially the same basis and at no greater cost as they were made available immediately prior to Closing.
Appears in 1 contract
Sources: General Conditions of Sale
Intellectual Property Rights. 10.1 The Disclosure Documents include complete, accurate and current details of:
(a) all Owned Business IPR which are registered (including applications for registration);
(b) all Owned Business IPR which are unregistered;
(c) all Licensed Business IPR The attached Intellectual Property Schedule contains a complete and licences, agreements and permissions relating to the Licensed Business IPR; and
(d) all Licensed Out IPR and all licences, agreements and permissions relating thereto.
10.2 All:
(a) Business IPR is either legally and beneficially owned solely by a Target Group Company or lawfully used with the consent of the owner under a written licence (details of which are set out in Disclosure Documents);
(b) Owned Business IPR is not subject to any Encumbrance or any licence or authority in favour of another;
(c) Material Owned Business IPR are valid, subsisting and enforceable and nothing has been done, or not been done, as a result of which any of them has ceased or might cease to be valid, subsisting or enforceable and all renewal fees which are due and steps which are required for the maintenance and protection accurate list of all Material Owned Business IPR that is registered have been paid and taken;
(di) Material Owned Business IPR that is capable of registration and that a prudent businessman would have registered has been registered by a Target Group Company;
(e) licences relating to the Licensed Business IPR and Licensed Out IPR are in full force and effect, valid and binding, have been validly recorded patented or registered (where required), have been complied with in all material respects and no notice or intention to terminate those licences has been given, and no claims have been made and no applications are pending which if pursued or granted might be material to the accuracy of any of the above part of this warranty.
10.3 The Target Group does not require any Intellectual Property Rights in order to carry on its business as conducted in the 12 months prior to the date of this deed other than those rights which it is currently able to exercise, without restriction, in relation to the Intellectual Property Rights which it owns and which it is currently licensed under the licences of Licensed Business IPR detailed in the Disclosure Documents.
10.4 The Target Group is entitled to use all Licensed Business IPR under licence for all purposes necessary to carry on its business.
10.5 Other than pursuant to the licences of Licensed Out IPR, no Target Group Company has granted and is not obliged to grant any licence, sub-licence, Encumbrance or assignment in respect of any of the Owned Business IPR or the Licensed Business IPR.
10.6 All confidential information (including know-how and trade secrets) owned or used by the Target Group Company or any of its Subsidiaries, (ii) pending patent applications and applications for other registrations of Intellectual Property Rights filed by or on behalf of the Company or any of its Subsidiaries, and (iii) material unregistered Intellectual Property Rights owned or used by the Company or any of its Subsidiaries. The Intellectual Property Schedule generally describes the four material proprietary Software platforms and lists material third-party licensed Software used by the Company and its Subsidiaries. The Company or one of its Subsidiaries owns and possesses all right, title and interest to, or has been kept confidential the right to use pursuant to a valid and has enforceable license, all Intellectual Property Rights and Software identified on the Intellectual Property Schedule and all other Intellectual Property Rights and Software necessary for the operation of the businesses of the Company and its Subsidiaries as presently conducted (collectively the “Company Intellectual Property Rights”). The Company Intellectual Property Rights are not been disclosed subject to third parties (any Liens, and are not subject to any restrictions or limitations regarding use or disclosure other than parties who have signed pursuant to a written confidentiality undertakings in respect of such information, details of which are license agreement set out forth in the Disclosure Letter)Contracts Schedule or described generally in the Intellectual Property Schedule.
10.7 No Target Group (b) Except as set forth on the attached Intellectual Property Schedule, (i) there have been no written claims made against the Company or any of its Subsidiaries asserting the invalidity, misuse or unenforceability of any of the Company Intellectual Property Rights and, to the Company’s Knowledge, there is no valid basis for any such claim, (ii) neither the Company nor any of its Subsidiaries has received any notices of, and the Company has in the past three (3) years received written notice no Knowledge of, any facts which indicate a likelihood of, any infringement or otherwise become aware (and no person has otherwise threatened or otherwise asserted any claim) of any person:
(a) asserting that the use of any Business IPR misappropriation by, or conflict with, any third party with respect to any Intellectual Property Rights, (iii) the activities of, a member conduct of the Target Group Company’s and its Subsidiaries’ businesses has not infringed, misappropriated or otherwise violated the conflicted with and does not infringe, misappropriate or conflict with any Intellectual Property Rights or of other rights of any third partyPersons, or
and (biv) challenging the ownership, use, validity, enforceability or registrability of any Owned Business IPR, or
(c) making any unauthorised use of or infringing any Business IPR, or breaching confidence, passing off or doing any actionable act of unfair competition in relation to the business Company’s Knowledge, the Company Intellectual Property Rights have not been infringed, misappropriated or assets conflicted by other Persons. The Company has no patents and no trademarks or service marks are registered to the Company or any of its Subsidiaries. The transactions contemplated by this Agreement will not have a Material Adverse Effect on the Company’s or any Target Group Company.
10.8 So far as each Management Warrantor is awareof its Subsidiaries’ right, none of title or interest in and to the activities ofCompany Intellectual Property Rights, and all Company Intellectual Property Rights shall be owned or processes employed, or products, software or services dealt in, by the Target Group infringe the rights of any third party or breach confidence, nor make a Target Group Company liable to pay a fee or royalty.
10.9 All Business IPR will be available for use by the Target Group immediately following Closing (Company and thereafter) its Subsidiaries on substantially similar terms and conditions immediately after the same basis Closing.
(c) The Company has taken all commercially reasonable measures to maintain and at protect all of the Company Intellectual Property Rights so as not to adversely affect the validity or enforceability thereof, and there are no greater cost registered Company Intellectual Property Rights.
(d) The Company has taken commercially reasonable measures, consistent with industry standards, to maintain the source code and related documentation and information, and confidentiality of the processes and formulae, research and development results and other information, know-how or trade secrets of the Company and its Subsidiaries, the value of which to the Company and its Subsidiaries is contingent upon maintenance of the confidentiality thereof.
(e) All of the computer firmware, computer hardware, and computer software (whether general or special purpose) and other similar or related items of automated, computerized, and/or software system(s), networks, interfaces, platforms or application used or relied upon by the Company and its Subsidiaries is sufficient for the conduct of the businesses of the Company and its Subsidiaries as they were made available immediately prior are now operated.
(f) Except as disclosed on the Intellectual Property Schedule, the Company has entered into valid and enforceable written confidentiality agreements with all of its current employees and valid and enforceable written proprietary rights and confidentiality agreements with all of its current independent contractors who have developed, modified, improved, enhanced or had access to Closingthe Company Intellectual Property Rights, and has entered into valid and enforceable written confidentiality agreements with all of its former employees and valid and enforceable written proprietary rights and confidentiality agreements with all of its former independent contractors who, since January 2001, have developed, modified, improved, enhanced or had access to any material Company Intellectual Property Rights, (i) assigning ownership to the Company or its Subsidiaries of all Intellectual Property Rights created or developed by (a) its or their employees within the scope of their employment (whether through assignment agreements or otherwise) or related to the business or research or development of the Company, or (b) independent contractors engaged by the Company or its Subsidiaries within the scope of their contract; and (ii) requiring such employees and independent contractors to maintain the confidentiality of all Company Intellectual Property Rights. Other than to its employees and independent contractors, and only under the conditions described in the foregoing sentence, the Company and its Subsidiaries have not disclosed to any third party any source code related to any Company Intellectual Property Rights.
(g) Except as set forth on the Intellectual Property Schedule, no former or present employees, officers or directors of the Company or any of its Subsidiaries, hold any right, title or interest directly or indirectly, in whole or in part, in or to any Company Intellectual Property Rights.
Appears in 1 contract
Sources: Merger Agreement (Epiq Systems Inc)
Intellectual Property Rights. 10.1 The Disclosure Documents include complete4.1 Except as expressly set forth herein, accurate Fleet alone (and current details of:
(aits licensors, where applicable) will retain all Owned Business IPR which are registered (including applications for registration);
(b) all Owned Business IPR which are unregistered;
(c) all Licensed Business IPR and licences, agreements and permissions intellectual property rights relating to the Licensed Business IPR; and
(d) all Licensed Out IPR Materials and all licencesany suggestions, agreements and permissions relating thereto.
10.2 All:
(a) Business IPR is either legally and beneficially owned solely ideas, enhancement requests, feedback, code, or other recommendations provided by a Target Group Company or lawfully used with the consent of the owner under a written licence (details of which are set out in Disclosure Documents);
(b) Owned Business IPR is not subject to any Encumbrance Customer, its Affiliates or any licence or authority in favour of another;
(c) Material Owned Business IPR are valid, subsisting and enforceable and nothing has been done, or not been done, as a result of which any of them has ceased or might cease to be valid, subsisting or enforceable and all renewal fees which are due and steps which are required for the maintenance and protection of all Material Owned Business IPR that is registered have been paid and taken;
(d) Material Owned Business IPR that is capable of registration and that a prudent businessman would have registered has been registered by a Target Group Company;
(e) licences third party relating to the Licensed Business IPR Materials, which are hereby assigned to Fleet. This Agreement is not a sale and Licensed Out IPR are does not convey to Customer any rights of ownership in full force and effect, valid and binding, have been validly recorded or registered (where required), have been complied with in all material respects and no notice or intention to terminate those licences has been given, and no claims have been made and no applications are pending which if pursued or granted might be material related to the accuracy of Licensed Materials, or any intellectual property rights.
4.2 Customer shall not remove, alter or obscure any of Fleet’s (or its licensors’) copyright notices, proprietary legends, trademark or service mark attributions, patent markings or other indicia of Fleet’s (or its licensors’) ownership or contribution from the above Licensed Materials. Additionally, Customer agrees to reproduce and include Fleet’s (and its licensors’) proprietary and copyright notices on any copies of the Licensed Materials, or on any portion thereof, including reproduction of the copyright notice. Notwithstanding anything to the contrary herein, certain components of the Licensed Materials, including without limitation, any component of the Licensed Materials distributed by Fleet as part of this warranty.
10.3 The Target Group does not require any Intellectual Property Rights in order to carry on its business as conducted in the 12 months prior to the date of this deed other than those rights which it is currently able to exerciseFleet Community Edition, without restriction, in relation to the Intellectual Property Rights which it owns and which it is currently are licensed under the licences of Licensed Business IPR detailed in the Disclosure Documents.
10.4 The Target Group is entitled to use all Licensed Business IPR under licence for all purposes necessary to carry on its business.
10.5 Other than by third parties pursuant to the licences terms of Licensed Out IPRcertain third party licenses described in such source code annotations.
4.3 Customer and its licensors shall (and Customer hereby represents and warrants that they do) have and retain all right, no Target Group Company has granted title and is not obliged to grant any licenceinterest (including, sub-licencewithout limitation, Encumbrance sole ownership of) all software, information, content and data provided by or assignment in respect on behalf of any Customer or made available or otherwise distributed through use of the Owned Business IPR Licensed Materials (“Content”) and the intellectual property rights with respect to that Content. If Fleet receives any notice or the Licensed Business IPR.
10.6 All confidential information claim that any Content, or Customer’s activities hereunder (including know-how and trade secrets) owned without limitation, with respect to any Content), infringes or used by the Target Group has been kept confidential and has not been disclosed to third parties (other than parties who have signed written confidentiality undertakings in respect of such information, details of which are set out in the Disclosure Letter).
10.7 No Target Group Company has in the past three (3) years received written notice or otherwise become aware (and no person has otherwise threatened or otherwise asserted any claim) of any person:
(a) asserting that the use of any Business IPR by, or the activities of, a member of the Target Group infringed, misappropriated or otherwise violated the Intellectual Property Rights or other rights of any third party, or
(b) challenging the ownership, use, validity, enforceability or registrability of any Owned Business IPR, or
(c) making any unauthorised use of or infringing any Business IPR, or breaching confidence, passing off or doing any actionable act of unfair competition in relation to the business or assets of any Target Group Company.
10.8 So far as each Management Warrantor is aware, none of the activities of, or processes employed, or products, software or services dealt in, by the Target Group infringe violates the rights of any a third party or breach confidenceany applicable law or regulation (a “Claim”), nor make a Target Group Company liable Customer will indemnify, defend and hold Fleet harmless from all liability, damages, settlements, attorney fees and other costs and expenses in connection with any such Claim, as incurred. The immediately foregoing indemnity obligations are expressly conditioned on Fleet providing Customer with prompt notice of, and reasonable cooperation and sole control over the defense and/or settlement of the applicable Claim. Subject to pay a fee or royaltythe foregoing, Fleet may participate in the defense and/or settlement of any applicable Claim with counsel of its choosing at its own expense.
10.9 All Business IPR 4.4 Fleet will be available for use defend, indemnify and hold Customer harmless from liability and other amounts paid or payable to unaffiliated third parties resulting from (i) the infringement or violation of any intellectual property or proprietary rights by the Target Group immediately following Closing Licensed Materials or (ii) the violation of applicable law or regulation by Fleet in performance of its obligations hereunder, provided ▇▇▇▇▇ is promptly notified of any and thereafterall threats, claims and proceedings related thereto and given reasonable assistance and the opportunity to assume sole control over defense and settlement thereof. Subject to the foregoing, Customer may participate in the defense and/or settlement of any claim that is indemnifiable by Fleet with counsel of its choosing at its own expense. The foregoing obligations do not apply with respect to portions or components of the Licensed Materials (i) on substantially not created by Fleet, (ii) that are modified after delivery by Fleet, (iii) combined with other products, processes or materials where the same basis alleged infringement relates to such combination, (iv) where Customer continues allegedly infringing activity after being notified thereof or after being informed of modifications that would have avoided the alleged infringement, or (v) where Customer’s use of the Licensed Materials is not strictly in accordance with this Agreement and at no greater cost as they were made available immediately prior to Closingall related documentation.
Appears in 1 contract
Sources: Fleet Subscription Terms
Intellectual Property Rights. 10.1 The Disclosure Documents include complete14.1 Except for any third party software which may be included as a part of or used in conjunction with the SmartWallet, accurate Services, Website, or Content, we own or hold, and current details of:shall continue to own and hold, all rights, title, ownership and interest in and to the SmartWallet, Services, Website, or Content, including all copyright, database rights and any other intellectual property rights embodied therein.
(a) 14.2 Except for the rights of access and use granted to you in terms of this Agreement, no other licenses or rights are granted to you in respect of the SmartWallet, Services, Website, or Content and any intellectual property rights embodied therein.
14.3 We warrant that we own or hold the intellectual property rights in and to the SmartWallet, Services, Website, or Content, and that your use of the SmartWallet, Services, Website, or Content in accordance with the terms of this agreement will not infringe the intellectual property rights of any other person. We hereby indemnify, agree to defend, and hold you harmless against all Owned Business IPR which are registered claims, legal proceedings, losses, liabilities, penalties, fines, costs and expenses (including applications for registration);
(breasonable legal costs) all Owned Business IPR which are unregistered;
(c) all Licensed Business IPR and licences, agreements and permissions relating to arising from the Licensed Business IPR; and
(d) all Licensed Out IPR and all licences, agreements and permissions relating thereto.
10.2 All:
(a) Business IPR is either legally and beneficially owned solely by a Target Group Company infringement or lawfully used with the consent alleged infringement of the owner under a written licence (details of which are set out in Disclosure Documents);
(b) Owned Business IPR is not subject to any Encumbrance or any licence or authority in favour of another;
(c) Material Owned Business IPR are valid, subsisting and enforceable and nothing has been done, or not been done, person’s intellectual property rights as a result of which your use of the SmartWallet, Services, Website, or Content.
14.4 You undertake to immediately notify us in writing of any claims instituted against you in terms of them has ceased clause 14.3. We will, at our cost, take all necessary steps to defend or might cease to be validhave ourselves substituted as the defendant/respondent in any legal proceedings, subsisting or enforceable and provided that you give all renewal fees which are due and steps which are required reasonable assistance wherever necessary for the maintenance proper defense of such claims, including providing us with any relevant information, documentation, or witness statements and protection contact details, as may be reasonably requested by us in this regard.
14.5 If we choose not to defend or oppose any claim referred to in terms of all Material Owned Business IPR that is registered have been paid clause 14.3, or we are unsuccessful in our defense of such claims, then we will at our own cost:
14.5.1 Immediately replace the infringing item with a compatible, functionally equivalent and taken;noninfringing item; or
(d) Material Owned Business IPR that is capable of registration and that a prudent businessman would have registered has been registered by a Target Group Company;
(e) licences relating 14.5.2 Make the necessary modifications to the Licensed Business IPR and Licensed Out IPR are in full force and effectSmartWallet, valid and bindingServices, have been validly recorded Website, or registered (where required), have been complied with in all material respects and no notice Content to avoid the infringement; or intention to terminate those licences has been given, and no claims have been made and no applications are pending which if pursued or granted might be material to the accuracy of any 14.6.1 caused by your use of the above part of this warranty.
10.3 The Target Group does not require any Intellectual Property Rights in order to carry on its business as conducted in the 12 months prior to the date of this deed other than those rights which it is currently able to exerciseSmartWallet, without restrictionServices, in relation to the Intellectual Property Rights which it owns and which it is currently licensed under the licences of Licensed Business IPR detailed in the Disclosure Documents.
10.4 The Target Group is entitled to use all Licensed Business IPR under licence for all purposes necessary to carry on its business.
10.5 Other than pursuant to the licences of Licensed Out IPR, no Target Group Company has granted and is not obliged to grant any licence, sub-licence, Encumbrance or assignment in respect of any of the Owned Business IPR or the Licensed Business IPR.
10.6 All confidential information (including know-how and trade secrets) owned or used by the Target Group has been kept confidential and has not been disclosed to third parties (other than parties who have signed written confidentiality undertakings in respect of such information, details of which are set out in the Disclosure Letter).
10.7 No Target Group Company has in the past three (3) years received written notice or otherwise become aware (and no person has otherwise threatened or otherwise asserted any claim) of any person:
(a) asserting that the use of any Business IPR byWebsite, or the activities of, Content in a member of the Target Group infringed, misappropriated or otherwise violated the Intellectual Property Rights or other rights of any third party, manner not authorized by us; or
(b) challenging the ownership, use, validity, enforceability or registrability of any Owned Business IPR, or
(c) making any unauthorised use of or infringing any Business IPR, or breaching confidence, passing off or doing any actionable act of unfair competition in relation to the business or assets of any Target Group Company.
10.8 So far as each Management Warrantor is aware, none of the activities of, or processes employed, or products, software or services dealt in, by the Target Group infringe the rights of any third party or breach confidence, nor make a Target Group Company liable to pay a fee or royalty.
10.9 All Business IPR will be available for use by the Target Group immediately following Closing (and thereafter) on substantially the same basis and at no greater cost as they were made available immediately prior to Closing.
Appears in 1 contract
Sources: Terms and Conditions
Intellectual Property Rights. 10.1 The Disclosure Documents include complete, accurate and current details of:
(a) The Company and the Company Subsidiaries own or have the right to use all Owned Business IPR which are registered (including applications for registration);
(b) all Owned Business IPR which are unregistered;
(c) all Licensed Business IPR and licences, agreements and permissions relating material Intangibles necessary to conduct the Licensed Business IPR; and
(d) all Licensed Out IPR and all licences, agreements and permissions relating thereto.
10.2 All:
(a) Business IPR is either legally and beneficially owned solely by a Target Group Company or lawfully used with the consent business of the owner under a written licence (details of which are set out in Disclosure Documents);
(b) Owned Business IPR is not subject to any Encumbrance or any licence or authority in favour of another;
(c) Material Owned Business IPR are valid, subsisting Company and enforceable and nothing has been done, or not been done, as a result of which any of them has ceased or might cease to be valid, subsisting or enforceable and all renewal fees which are due and steps which are required for the maintenance and protection of all Material Owned Business IPR that is registered have been paid and taken;
(d) Material Owned Business IPR that is capable of registration and that a prudent businessman would have registered has been registered by a Target Group Company;
(e) licences relating to the Licensed Business IPR and Licensed Out IPR are in full force and effect, valid and binding, have been validly recorded or registered (where required), have been complied with in all material respects and no notice or intention to terminate those licences has been given, and no claims have been made and no applications are pending which if pursued or granted might be material to the accuracy of any of the above part of this warranty.
10.3 The Target Group does not require any Intellectual Property Rights in order to carry on its business Company Subsidiaries as conducted in the 12 months prior to as of the date of this deed other than those rights which it is currently able to exercise, without restriction, in relation to Agreement. To the Intellectual Property Rights which it owns and which it is currently licensed under the licences of Licensed Business IPR detailed in the Disclosure Documents.
10.4 The Target Group is entitled to use all Licensed Business IPR under licence for all purposes necessary to carry on its business.
10.5 Other than pursuant to the licences of Licensed Out IPR, no Target Group Company has granted and is not obliged to grant any licence, sub-licence, Encumbrance or assignment in respect of any Knowledge of the Owned Business IPR or the Licensed Business IPR.
10.6 All confidential information (including know-how and trade secrets) owned or used by the Target Group has been kept confidential and has not been disclosed to third parties (other than parties who have signed written confidentiality undertakings in respect of such informationCompany, details of which are set out in the Disclosure Letter).
10.7 No Target Group Company has in the past three (3) years received written notice or otherwise become aware (and no person has otherwise threatened or otherwise asserted any claim) of any person:
(a) asserting that the use of any Business IPR by, or the activities of, a member as of the Target Group date hereof, the Company Owned Intangibles are not materially being infringed, misappropriated or otherwise violated the Intellectual Property Rights or other rights of by any third party. Since January 1, or2015, neither the Company nor any Company Subsidiary has sent any written notice to any third party alleging that such third party is infringing, misappropriating or otherwise violating any material Company Owned Intangible. To the Knowledge of the Company, the Company and the Company Subsidiaries, including their products and services and the use or other exploitation thereof, conduct of their businesses and use and other exploitation of Intangibles, are not infringing, misappropriating, or otherwise violating any third party’s right, title or interest in any material Intangibles, and have not, since January 1, 2015, infringed, misappropriated or otherwise violated any third party’s right, title or interest in any material Intangibles.
(b) challenging The Company and the ownershipCompany Subsidiaries have enforceable licenses to use all material Intangibles used in or necessary to conduct the businesses of the Company and the Company Subsidiaries, useother than as to any Company Owned Intangibles. The Company or a Company Subsidiary is the sole and exclusive owner of all right, validitytitle and interest in and to all material Company Owned Intangibles, enforceability free and clear of all Liens (except for Permitted Liens). Without limiting the generality of the foregoing, each current or registrability former employee, consultant and contractor who develops or has developed any material Intangibles for or on behalf of the Company or any Company Subsidiary (including as for or on behalf of any Owned Business IPRof their customers) has executed and delivered to the Company or such Company Subsidiary a Contract substantially on the Company’s or such Company Subsidiary’s applicable standard form that has been made available to Purchaser that: (i) validly assigns to the Company or such Company Subsidiary all such Intangibles, orand waives, to the maximum extent allowable by applicable Law, any retained rights therein that cannot be so assigned; and (ii) obligates such employee, consultant or contractor not to use or disclose any confidential or proprietary information of the Company or any Company Subsidiary (or of third parties that has been disclosed to the Company or any Company Subsidiary under an obligation of confidentiality), except as explicitly authorized by the Company or any Company Subsidiary. Assigned Materials developed for any customer are not used or referred to in the research, design or development of any Company Core Intangibles or Assigned Materials prepared for any other customer.
(c) making any unauthorised use Section 3.16(c) of the Company Disclosure Letter lists all Registered Company Owned Intangibles, in each case listing, as applicable, the application and registration numbers, the jurisdictions where such Intangible is Registered or infringing any Business IPRwhere applications have been filed and the name of the current owner. All material Registered Company Owned Intangibles are in full force and effect and, or breaching confidence, passing off or doing any actionable act of unfair competition in relation to the business or assets of any Target Group Company.
10.8 So far as each Management Warrantor is aware, none Knowledge of the activities ofCompany, are valid and enforceable (other than any pending applications filed by or processes employedon behalf of the Company and the Company Subsidiaries to register any Intangibles, or productswhich such applications are active and pending) and have been filed, software or services dealt in, prosecuted and maintained by the Target Group infringe Company and the rights Company Subsidiaries in compliance with applicable Law. (i) There are no pending or, to the Knowledge of the Company, threatened claims against the Company or any Company Subsidiary alleging that the operation of its business materially infringes, violates or misappropriates the Intangibles of any third party and (ii) there is no challenge, interference or breach confidenceopposition, nor make a Target Group petition to cancel, reissue, reexamination, cancellation, inventorship challenges, proceeding, objection or other claim pending in writing or, to the Knowledge of the Company, threatened concerning the ownership, validity, registerability, enforceability, infringement or use of any material Company liable Owned Intangibles and, to pay a fee the Knowledge of the Company, there is and there is no reasonable basis for any such claim (in either sub-part (i) or royalty(ii)). The Company and the Company Subsidiaries have taken commercially reasonable measures to maintain and protect the confidentiality of the Trade Secrets included in the Company Owned Intangibles.
10.9 All Business IPR will (d) With respect to all Company IT Assets owned or purported to be available for use owned by the Target Group immediately following Closing Company or any Company Subsidiary, the Company and the Company Subsidiaries have implemented and maintained, and with respect to Company IT Assets owned by a third party, the Company and the Company Subsidiaries have contractually obligated the appropriate third party to implement and maintain, in each case, consistent with industry practices, the contractual obligations and other obligations of the Company and the Company Subsidiaries, including all statutory and regulatory requirements to which the Company or any Company Subsidiary is subject (including any applicable Federal Acquisition Regulation (“FAR”) and thereafterany applicable agency-specific FAR supplement such as a Defense Federal Acquisition Regulation Supplement (“DFARS”)), security and other measures reasonably necessary to protect the Company IT Assets from unauthorized access, unauthorized use and security breaches. To the Knowledge of the Company, there have been no intrusions or breaches of the security of any Company IT Assets and the Company owns or has valid and enforceable rights to all Company IT Assets. The Company IT Assets are adequate and sufficient in all material respects (including with respect to working condition and capacity) for the operations of the Company and the Company Subsidiaries. Since January 1, 2015, there has been no failure with respect to any Company IT Assets that has had a material effect on substantially the same basis operations of the Company or any of the Company Subsidiaries. The Company has implemented reasonable backup and disaster recovery technology consistent with industry practices for the data and information material to any of the businesses of the Company and the Company Subsidiaries.
(e) None of the Software owned by the Company or any Company Subsidiary contains any shareware or is subject to the terms or conditions of any “open source” license (including but not limited to any General Public License) that requires or imposes on the Company or any Company Subsidiary any obligation with respect to any compulsory disclosure or licensing of Intangibles or Software that is owned by the Company or any Company Subsidiary at no greater cost cost, including but not limited to any GNU or GPL libraries or code, and further, to the Knowledge of the Company, the Company and the Company Subsidiaries are in compliance in all material respects with all terms and conditions of all “open source” licenses.
(f) No government funding and no facilities of a university, college, other educational institution or research center have been used in the development of any material Company Owned Intangibles or otherwise used by or on behalf of the Company or any of the Company Subsidiaries in the development of any material Intangibles, other than Assigned Materials developed for such person. All material Software and other Intangibles and tangible and intangible embodiments thereof delivered by the Company or any Company Subsidiary to any Governmental Entity in performance of any Contract with any Governmental Entity, including such technical data, Software and Software documentation, has included the proper restrictive legends, such as they were made available immediately prior “Restricted Rights,” “Government Purpose Rights,” “Limited Rights” or “Special License Rights,” within the meaning of the FAR and DFARS.
(g) The Company and the Company Subsidiaries have collected, stored, transferred, used, created and otherwise processed information in compliance in all material respects with applicable data protection, privacy and data security Laws and policies. There is no material claim pending or, to Closingthe Knowledge of the Company, threatened against the Company or the Company Subsidiaries and there is no reasonable basis for any such claim, regarding any violation of or noncompliance with such Laws and policies.
Appears in 1 contract
Sources: Membership Interest Purchase Agreement (On Assignment Inc)
Intellectual Property Rights. 10.1 The Disclosure Documents include complete, accurate and current details of:
(a) Section 6.06(a) of the Seller Disclosure Schedule sets forth a complete and correct list of all Owned Business IPR which are registered (including applications Registered Intellectual Property. Except as set forth in Section 6.06(a) of the Seller Disclosure Schedule, Seller owns all right, title and interest in and to, or has a license, sublicense or other permission to use, and is legally entitled to transfer to Buyer, all of the Registered Intellectual Property, free and clear of all Encumbrances, except Permitted Encumbrances. All necessary registration, maintenance and renewal fees due in connection with such Registered Intellectual Property have been paid and all necessary documents and certificates in connection with such Registered Intellectual Property have been filed with the relevant patent, copyright or trademark office or other Governmental or Regulatory Authorities for the purposes of maintaining such Registered Intellectual Property, except where the failure to file such registration);, maintenance and renewal fees will not have a Material Adverse Effect or a material adverse effect on any of the Trademarks included in the Registered Intellectual Property.
(b) Seller owns all Owned Business IPR which are unregistered;right, title and interest in and to, and is legally entitled to transfer to Buyer, all of the Product Intellectual Property, free and clear of all Encumbrances, except Permitted Encumbrances, except where the failure to own any such right, title and interest or have any such license, sublicense or other permission to use will not have a Material Adverse Effect.
(c) all Licensed Business IPR and licencesTo the Knowledge of Seller, agreements and permissions relating to the Licensed Business IPR; and
(d) all Licensed Out IPR and all licences, agreements and permissions relating thereto.
10.2 All:
(a) Business IPR is either legally and beneficially owned solely by a Target Group Company or lawfully used with the consent operations of the owner under a written licence (details of which are set out in Disclosure Documents);
(b) Owned Business IPR is not subject to any Encumbrance or any licence or authority in favour of another;
(c) Material Owned Business IPR are valid, subsisting and enforceable and nothing has been done, or not been done, as a result of which any of them has ceased or might cease to be valid, subsisting or enforceable and all renewal fees which are due and steps which are required for the maintenance and protection of all Material Owned Business IPR that is registered have been paid and taken;
(d) Material Owned Business IPR that is capable of registration and that a prudent businessman would have registered has been registered by a Target Group Company;
(e) licences relating to the Licensed Business IPR and Licensed Out IPR are in full force and effect, valid and binding, have been validly recorded or registered (where required), have been complied with in all material respects and no notice or intention to terminate those licences has been givencurrently conducted, and no claims have been made and no applications are pending which if pursued the Products, do not infringe or granted might be material to misappropriate the accuracy of any of the above part of this warranty.
10.3 The Target Group does not require any Intellectual Property Rights in order to carry on its business as conducted in the 12 months prior to the date of this deed other than those rights which it is currently able to exercise, without restriction, in relation to the Intellectual Property Rights which it owns and which it is currently licensed under the licences of Licensed Business IPR detailed in the Disclosure Documents.
10.4 The Target Group is entitled to use all Licensed Business IPR under licence for all purposes necessary to carry on its business.
10.5 Other than pursuant to the licences of Licensed Out IPR, no Target Group Company has granted and is not obliged to grant any licence, sub-licence, Encumbrance or assignment in respect of any of the Owned Business IPR or the Licensed Business IPR.
10.6 All confidential information (including know-how and trade secrets) owned or used by the Target Group has been kept confidential and has not been disclosed to third parties (other than parties who have signed written confidentiality undertakings in respect of such information, details of which are set out in the Disclosure Letter).
10.7 No Target Group Company has in the past three (3) years received written notice or otherwise become aware (and no person has otherwise threatened or otherwise asserted any claim) of any person:
(a) asserting that the use of any Business IPR by, or the activities of, a member of the Target Group infringed, misappropriated or otherwise violated the Intellectual Property Rights or other rights of any third party, or
(b) challenging the ownership, use, validity, enforceability or registrability of any Owned Business IPR, or
(c) making any unauthorised use of or infringing any Business IPR, or breaching confidence, passing off or doing any actionable act of unfair competition in relation to the business or assets of any Target Group Company.
10.8 So far as each Management Warrantor is aware, none of the activities of, or processes employed, or products, software or services dealt in, by the Target Group infringe the intellectual property rights of any third party (except where any such infringement or breach confidencemisappropriation would not have a Material Adverse Effect), nor make and Seller has not received any written notice from any Person of any claims of infringement or misappropriation with respect thereto (except where any such infringement or misappropriation would not have a Target Group Company liable Material Adverse Effect). To the Knowledge of Seller, such operations (including any methods of preparing and analyzing the Products) and the Products do not infringe or utilize any Patents of Seller or its Affiliates, other than those, if any, licensed to pay a fee or royaltyBuyer pursuant to the License Agreement of even date herewith.
10.9 (d) All Business IPR will be available trademarks included in the Registered Intellectual Property are the subject of current registrations and have been continuously used for use the uses specified in their trademark registrations since the first commercial sale of the Products in the Territory. There are no third-party rights in Seller's current registrations relating to the Product Trademarks. Seller has no Knowledge of any prior use, infringement, piracy or counterfeiting of such Product Trademarks, any superior rights by any third party in such Product Trademarks, or any adverse claims pertaining to such Product Trademarks.
(e) Seller's Affiliates do not own any intellectual property rights of the Target Group immediately following types or natures in the Territory that are used solely and exclusively in the manufacture, sale, use, marketing and distribution of the Products (including all pending or Terminated derivatives, improvements or variations thereof or other pending or Terminated terbutaline sulfate products existing as of the Closing Date): (and thereafteri) on substantially Patents; (ii) Know-How; (iii) copyrights in any copyrightable Marketing Material; (iv) the same basis and at no greater cost as they were made available immediately prior to ClosingProduct Trademarks; (v) the Product Trade Dress.
Appears in 1 contract
Intellectual Property Rights. 10.1 The Disclosure Documents include completeYou herein acknowledge, accurate understand and current details ofagree that all of the Kool Radio | Full Power Radiotrademarks, copyright, trade name, service marks, and other Kool Radio | Full Power Radiologos and any brand features, and/or product and service names are trademarks and as such, are and shall remain the property of Kool Radio | Full Power Radio. You herein agree not to display and/or use in any manner the Kool Radio | Full Power Radiologo or marks without obtaining Kool Radio | Full Power Radio's prior written consent. Kool Radio | Full Power Radio will always respect the intellectual property of others, and we ask that all of our users do the same. With regards to appropriate circumstances and at its sole discretion, Kool Radio | Full Power Radio may disable and/or terminate the accounts of any user who violates our Terms and/or infringes the rights of others. If you feel that your work has been duplicated in such a way that would constitute copyright infringement, or if you believe your intellectual property rights have been otherwise violated, you should provide to us the following information:
(a) all Owned Business IPR which are registered (including applications for registration);
(b) all Owned Business IPR which are unregistered;
(c) all Licensed Business IPR and licences, agreements and permissions relating to The electronic or the Licensed Business IPR; and
(d) all Licensed Out IPR and all licences, agreements and permissions relating thereto.
10.2 All:
(a) Business IPR physical signature of the individual that is either legally and beneficially owned solely by a Target Group Company or lawfully used with the consent authorized on behalf of the owner under a written licence (details of which are set out in Disclosure Documents)the copyright or other intellectual property interest;
(b) Owned Business IPR A description of the copyrighted work or other intellectual property that you believe has been infringed upon;
c) A description of the location of the site which you allege has been infringing upon your work;
d) Your physical address, telephone number, and email address;
e) A statement, in which you state that the alleged and disputed use of your work is not subject to any Encumbrance authorized by the copyright owner, its agents or any licence or authority in favour of anotherthe law;
(cf) Material Owned Business IPR are validAnd finally, subsisting a statement, made under penalty of ▇▇▇▇▇▇▇, that the aforementioned information in your notice is truthful and enforceable and nothing has been doneaccurate, or not been done, as a result of which any of them has ceased or might cease to be valid, subsisting or enforceable and all renewal fees which are due and steps which are required for the maintenance and protection of all Material Owned Business IPR that is registered have been paid and taken;
(d) Material Owned Business IPR that is capable of registration and that a prudent businessman would have registered has been registered by a Target Group Company;
(e) licences relating you are the copyright or intellectual property owner, representative or agent authorized to act on the Licensed Business IPR copyright or intellectual property owner's behalf. The Kool Radio | Full Power Radio agent for notice of claims of copyright or other intellectual property infringement can be contacted as follows: Mailing Address: Kool Radio | Full Power Radio Attn: Copyright Agent ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇ Bloomfield, Connecticut 06002 Telephone: ▇▇▇.▇▇▇.▇▇▇▇ Fax: ▇▇▇.▇▇▇.▇▇▇▇ Email: ▇▇▇▇▇.▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ This Agreement constitutes the entire agreement between you and Licensed Out IPR are in full force and effect, valid and binding, have been validly recorded or registered (where required), have been complied with in all material respects and no notice or intention to terminate those licences has been given, and no claims have been made and no applications are pending which if pursued or granted might be material to the accuracy of any of the above part of this warranty.
10.3 The Target Group does not require any Intellectual Property Rights in order to carry on its business as conducted in the 12 months prior to the date of this deed other than those rights which it is currently able to exercise, without restriction, in relation to the Intellectual Property Rights which it owns and which it is currently licensed under the licences of Licensed Business IPR detailed in the Disclosure Documents.
10.4 The Target Group is entitled to use all Licensed Business IPR under licence for all purposes necessary to carry on its business.
10.5 Other than pursuant to the licences of Licensed Out IPR, no Target Group Company has granted and is not obliged to grant any licence, sub-licence, Encumbrance or assignment in respect of any of the Owned Business IPR or the Licensed Business IPR.
10.6 All confidential information (including know-how and trade secrets) owned or used by the Target Group has been kept confidential and has not been disclosed to third parties (other than parties who have signed written confidentiality undertakings in respect of such information, details of which are set out in the Disclosure Letter).
10.7 No Target Group Company has in the past three (3) years received written notice or otherwise become aware (and no person has otherwise threatened or otherwise asserted any claim) of any person:
(a) asserting that Kool Radio | Full Power Radioand shall govern the use of our Services, superseding any Business IPR byprior version of this Agreement between you and us with respect to Kool Radio | Full Power Radio Services. You may also be subject to additional terms and conditions that may apply when you use or purchase certain other Kool Radio | Full Power Radio Services, affiliate Services, third-party content or the activities of, a member of the Target Group infringed, misappropriated or otherwise violated the Intellectual Property Rights or other rights of any third party, or
(b) challenging the ownership, use, validity, enforceability or registrability of any Owned Business IPR, or
(c) making any unauthorised use of or infringing any Business IPR, or breaching confidence, passing off or doing any actionable act of unfair competition in relation to the business or assets of any Target Group Companythird-party software.
10.8 So far as each Management Warrantor is aware, none of the activities of, or processes employed, or products, software or services dealt in, by the Target Group infringe the rights of any third party or breach confidence, nor make a Target Group Company liable to pay a fee or royalty.
10.9 All Business IPR will be available for use by the Target Group immediately following Closing (and thereafter) on substantially the same basis and at no greater cost as they were made available immediately prior to Closing.
Appears in 1 contract
Sources: Terms of Service Agreement
Intellectual Property Rights. 10.1 The Disclosure Documents include complete, accurate and current details of:
(a) To the knowledge of Seller, (i) Seller owns or has the right to use pursuant to license, sublicense or other agreement all Owned Business IPR which are registered Intangible Assets, without any conflict or alleged conflict with the rights of any other Person, and (including applications ii) Seller has taken all necessary action to maintain and protect each Intangible Asset. Each Intangible Asset owned or used by Seller immediately prior to the Closing hereunder will be owned or available for registration);use by Purchaser on substantially similar terms and conditions immediately subsequent to the Closing hereunder.
(b) all Owned Business IPR which are unregistered;To the knowledge of Seller, with respect to the operation of the Divisions, none of Seller and its Subsidiaries has infringed upon or misappropriated any intellectual property rights of third parties, and none of Seller and the directors and officers (and employees with responsibility for intellectual property matters) of Seller and its Subsidiaries has received any charge, complaint, claim, demand or notice alleging any such infringement or misappropriation (including any claim that any of Seller and its Subsidiaries must license or refrain from using any intellectual property rights of any third party). To the knowledge of Seller, no third party has infringed upon or misappropriated in any material respect any intellectual property rights included in the Intangible Assets.
(c) Schedule 4.08(c) identifies each patent or registration which has been issued to Seller with respect to any of the Intangible Assets, identifies each pending patent application or application for registration which Seller has made with respect to any of the Intangible Assets, identifies each copyright, trade name, service name, unregistered trademark and unregistered service ▇▇▇▇ used by Seller in connection with the operation of the Divisions and the manufacture, marketing and distribution of the products manufactured by the Divisions and identifies each license, agreement or other permission which Seller has granted to any third party with respect to any of its Intangible Assets (together with any exceptions). Seller has made available to Purchaser correct and complete copies of all Licensed Business IPR and licencessuch patents, registrations, applications, licenses, agreements and permissions relating (as amended to date) and all other written documentation evidencing ownership and prosecution (if applicable) of each such item. With respect to each Intangible Asset required to be identified in Schedule 4.08(c), except as set forth on Schedule 4.08(c):
(i) Seller possesses all right, title and interest in and to the Licensed Business IPR; and
(d) all Licensed Out IPR Intangible Asset, free and all licencesclear of any security interest, agreements and permissions relating thereto.
10.2 All:
(a) Business IPR is either legally and beneficially owned solely by a Target Group Company lien, license, or lawfully used with the consent of the owner under a written licence (details of which are set out in Disclosure Documents)other encumbrance;
(bii) Owned Business IPR the Intangible Asset is not subject to any Encumbrance outstanding injunction, judgment, order, decree or any licence or authority in favour of anotherruling;
(ciii) Material Owned Business IPR are validno action, subsisting suit, proceeding, hearing, investigation, charge, complaint, claim or demand is pending or, to the knowledge of Seller, is threatened which challenges the legality, validity, enforceability, use or ownership of the Intangible Asset; and
(iv) none of Seller and enforceable and nothing its Subsidiaries has been done, ever agreed to indemnify any Person for or not been done, as a result of which against any of them has ceased infringement or might cease misappropriation with respect to be valid, subsisting or enforceable and all renewal fees which are due and steps which are required for the maintenance and protection of all Material Owned Business IPR that is registered have been paid and taken;Intangible Asset.
(d) Material Owned Business IPR Schedule 4.08(d) identifies each Intangible Asset that is capable of registration any third party owns and that a prudent businessman would have registered Seller and its Subsidiaries use in the operation of the Divisions pursuant to license, sublicense, agreement or permission. Seller has been registered by a Target Group Company;made available to Purchaser correct and complete copies of all such licenses, sublicenses, agreements and permissions (as amended to date). With respect to each Intangible Asset required to be identified in Schedule 4.08(d), except as set forth on Schedule 4.08(d):
(ei) licences relating to the Licensed Business IPR license, sublicense, agreement or permission covering the Intangible Asset is legally valid, binding, enforceable and Licensed Out IPR are in full force and effect;
(ii) the license, valid and bindingsublicense, have been validly recorded agreement or registered (where required), have been complied with in all material respects and no notice or intention to terminate those licences has been given, and no claims have been made and no applications are pending which if pursued or granted might be material to permission will continue on substantially similar terms following the accuracy of any consummation of the above part of this warranty.transaction contemplated hereby;
10.3 The Target Group does not require any Intellectual Property Rights in order to carry on its business as conducted in the 12 months prior to the date of this deed other than those rights which it is currently able to exercise, without restriction, in relation to the Intellectual Property Rights which it owns and which it is currently licensed under the licences of Licensed Business IPR detailed in the Disclosure Documents.
10.4 The Target Group is entitled to use all Licensed Business IPR under licence for all purposes necessary to carry on its business.
10.5 Other than pursuant to the licences of Licensed Out IPR, no Target Group Company has granted and (iii) Seller is not obliged to grant any licence, sub-licence, Encumbrance in breach or assignment in respect of any default of the Owned Business IPR license, sublicense, agreement or the Licensed Business IPR.
10.6 All confidential information (including know-how and trade secrets) owned or used by the Target Group has been kept confidential permission and has not been disclosed repudiated any provisions thereof;
(iv) to third parties (Seller's knowledge, no other than parties who have signed written confidentiality undertakings party to the license, sublicense, agreement or permission is in respect of such information, details of breach or default or has repudiated any provision thereof and no event has occurred which are set out in the Disclosure Letter).
10.7 No Target Group Company has in the past three (3) years received written with notice or otherwise become aware (and no person has otherwise threatened lapse of time would constitute a breach or otherwise asserted any claim) of any person:default or permit termination, modification or acceleration thereunder;
(av) asserting that with respect to each sublicense, the use representations and warranties set forth in subsections (i) through (iv) above are true and correct with respect to the underlying license;
(vi) the underlying Intangible Asset is not subject to any outstanding injunction, judgment, order, decree, ruling or charge;
(vii) no action, suit, proceeding, hearing, investigation, charge, complaint, claim or demand is pending or, to the knowledge of any Business IPR bySeller, is threatened which challenges the legality, validity or the activities of, a member enforceability of the Target Group infringed, misappropriated or otherwise violated the Intellectual Property Rights or other rights of any third party, orunderlying Intangible Asset; and
(bviii) challenging the ownership, use, validity, enforceability none of Seller and its Subsidiaries has granted any sublicense or registrability of any Owned Business IPR, or
(c) making any unauthorised use of or infringing any Business IPR, or breaching confidence, passing off or doing any actionable act of unfair competition in relation similar right with respect to the business license, sublicense, agreement or assets of any Target Group Companypermission.
10.8 So far as each Management Warrantor is aware, none of the activities of, or processes employed, or products, software or services dealt in, by the Target Group infringe the rights of any third party or breach confidence, nor make a Target Group Company liable to pay a fee or royalty.
10.9 All Business IPR will be available for use by the Target Group immediately following Closing (and thereafter) on substantially the same basis and at no greater cost as they were made available immediately prior to Closing.
Appears in 1 contract
Sources: Asset Purchase Agreement (Cmi Corp)
Intellectual Property Rights. 10.1 The Disclosure Documents include complete, accurate and current details of:
(a) To the Knowledge of Seller, Part 3.22 of Seller's Disclosure Schedule sets forth a complete and accurate list of all Owned Business IPR patents, patent applications, copyright registrations, copyright registration applications, trademark registrations, service ▇▇▇▇ registrations, trademark registration applications and service ▇▇▇▇ registration applications that are owned by any Ref-Fuel Entity or in which are registered any of the Ref-Fuel Entities has any rights as licensee or otherwise (including applications the "Proprietary Rights"), and in each case sets forth a brief description thereof and of any license or other arrangement in connection therewith. To the Knowledge of Seller, the Proprietary Rights, together with all trade secrets, manufacturing and secret processes and know-how, constitute all of the material intellectual property rights currently used in or necessary for registration);the current respective operations and businesses of each Ref-Fuel Entity.
(b) all Owned Business IPR To the Knowledge of Seller (except with respect to the DBA License, as to which are unregistered;
(c) all Licensed Business IPR and licencesthe Knowledge qualifier shall not apply), agreements and permissions no Ref-Fuel Entity nor any other party thereto is in breach of any license, sublicense or other agreement relating to the Licensed Business IPR; and
(d) all Licensed Out IPR and all licences, agreements and permissions relating thereto.
10.2 All:
(a) Business IPR is either legally and beneficially owned solely by a Target Group Company or lawfully used with the consent of the owner under a written licence (details of which are set out in Disclosure Documents);
(b) Owned Business IPR is not subject to any Encumbrance or any licence or authority in favour of another;
(c) Material Owned Business IPR are valid, subsisting and enforceable and nothing has been done, or not been done, as a result of which any of them has ceased or might cease to be valid, subsisting or enforceable and all renewal fees which are due and steps which are required for the maintenance and protection of all Material Owned Business IPR that is registered have been paid and taken;
(d) Material Owned Business IPR that is capable of registration and that a prudent businessman would have registered has been registered by a Target Group Company;
(e) licences relating to the Licensed Business IPR and Licensed Out IPR are in full force and effect, valid and binding, have been validly recorded or registered (where required), have been complied with in all material respects and no notice or intention to terminate those licences has been given, and no claims have been made and no applications are pending which if pursued or granted might be material to the accuracy of any of the above part of this warranty.
10.3 The Target Group does not require any Intellectual Property Proprietary Rights in order to carry on its business as conducted in the 12 months prior to the date of this deed other than those rights which it is currently able to exercise, without restriction, in relation to the Intellectual Property Rights which it owns and which it is currently licensed under the licences of Licensed Business IPR detailed in the Disclosure Documents.
10.4 The Target Group is entitled to use all Licensed Business IPR under licence for all purposes necessary to carry on its business.
10.5 Other than pursuant to the licences of Licensed Out IPR, no Target Group Company has granted and is not obliged to grant any licence, sub-licence, Encumbrance or assignment in respect of any of the Owned Business IPR or the Licensed Business IPR.
10.6 All confidential information (including know-how and trade secrets) owned or used by the Target Group has been kept confidential and has not been disclosed to third parties (other than parties who have signed written confidentiality undertakings in respect of such informationany breaches that would not reasonably be expected to have, details of which are set out individually or in the Disclosure Letter).
10.7 No Target Group Company has in the past three (3) years received written notice or otherwise become aware (and no person has otherwise threatened or otherwise asserted any claim) of any person:
(a) asserting that the use of any Business IPR by, or the activities ofaggregate, a member Material Adverse Effect on any Project Partnership or on the Ref-Fuel Entities taken as a whole (excluding the Project Partnerships)). To the Knowledge of Seller (except with respect to the DBA License, as to which the Knowledge qualifier shall not apply), the present use by the Ref-Fuel Entities of the Target Group infringed, misappropriated Proprietary Rights does not conflict with or otherwise violated the Intellectual Property Rights or other rights of any third party, or
(b) challenging the ownership, use, validity, enforceability or registrability of any Owned Business IPR, or
(c) making any unauthorised use of or infringing any Business IPR, or breaching confidence, passing off or doing any actionable act of unfair competition in relation to the business or assets of any Target Group Company.
10.8 So far as each Management Warrantor is aware, none of the activities of, or processes employed, or products, software or services dealt in, by the Target Group infringe upon the rights of any third party Person, except for conflicts or breach confidenceinfringements that would not reasonably be expected to have a Material Adverse Effect on any Project Partnership or on the Ref-Fuel Entities taken as a whole (excluding the Project Partnerships), nor make a Target Group Company liable and none of Seller or any Ref-Fuel Entity has received any written claim or written notice from any Person to pay a fee such effect. To the Knowledge of Seller, no Person is infringing or royaltyviolating any Proprietary Rights.
10.9 All Business IPR will be available for use by the Target Group immediately following Closing (and thereafter) on substantially the same basis and at no greater cost as they were made available immediately prior to Closing.
Appears in 1 contract
Intellectual Property Rights. 10.1 (i) The Disclosure Documents include completeCompany and its Subsidiaries own or have a valid license to all patents, accurate and current details of:
(a) all Owned Business IPR which are registered patent applications, inventions, copyrights, know how (including applications for registrationtrade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures);
, trademarks, trademark application, service marks, trade names and other intellectual property rights and similar rights described in the SEC Documents (bcollectively, “Intellectual Property Rights”) all Owned Business IPR which are unregistered;
(c) all Licensed Business IPR and licences, agreements and permissions relating used in or reasonably necessary to the Licensed Business IPRconduct of their businesses; and
(dii) all Licensed Out IPR the Intellectual Property Rights owned by the Company and all licencesits Subsidiaries and the Intellectual Property Rights licensed to the Company and its Subsidiaries, agreements and permissions relating thereto.
10.2 All:
(a) Business IPR is either legally and beneficially owned solely by a Target Group Company or lawfully used with the consent of the owner under a written licence (details of which are set out in Disclosure Documents);
(b) Owned Business IPR is not subject to any Encumbrance or any licence or authority in favour of another;
(c) Material Owned Business IPR are valid, subsisting and enforceable enforceable, and nothing has been donethere is no pending or, to the Company’s Knowledge, threatened action, suit, proceeding or not been doneclaim by others challenging the validity, as a result scope or enforceability of which any such Intellectual Property Rights; (iii) neither the Company nor any of them its Subsidiaries has ceased received any notice alleging any infringement, misappropriation or might cease to be valid, subsisting or enforceable and all renewal fees which are due and steps which are required for the maintenance and protection other violation of all Material Owned Business IPR that is registered have been paid and taken;
(d) Material Owned Business IPR that is capable of registration and that a prudent businessman would have registered has been registered by a Target Group Company;
(e) licences relating to the Licensed Business IPR and Licensed Out IPR are in full force and effect, valid and binding, have been validly recorded or registered (where required), have been complied with in all material respects and no notice or intention to terminate those licences has been given, and no claims have been made and no applications are pending which if pursued or granted might be material to the accuracy of any of the above part of this warranty.
10.3 The Target Group does not require any Intellectual Property Rights in order to carry on its business as conducted which, singly or in the 12 months prior aggregate, if the subject of an unfavorable decision, ruling or finding, would have a Material Adverse Effect on the Company and its Subsidiaries; (iv) to the date of this deed other than those rights which it is currently able to exercise, without restriction, in relation to the Intellectual Property Rights which it owns and which it is currently licensed under the licences of Licensed Business IPR detailed in the Disclosure Documents.
10.4 The Target Group is entitled to use all Licensed Business IPR under licence for all purposes necessary to carry on its business.
10.5 Other than pursuant to the licences of Licensed Out IPRCompany’s Knowledge, no Target Group Company has granted and third party is not obliged to grant any licenceinfringing, sub-licence, Encumbrance or assignment in respect of any of the Owned Business IPR or the Licensed Business IPR.
10.6 All confidential information (including know-how and trade secrets) owned or used by the Target Group has been kept confidential and has not been disclosed to third parties (other than parties who have signed written confidentiality undertakings in respect of such information, details of which are set out in the Disclosure Letter).
10.7 No Target Group Company has in the past three (3) years received written notice misappropriating or otherwise become aware (and no person has otherwise threatened or otherwise asserted any claim) of any person:
(a) asserting that the use of any Business IPR byviolating, or the activities of, a member of the Target Group has infringed, misappropriated or otherwise violated the violated, any Intellectual Property Rights owned by the Company; (v) to the Company’s Knowledge, neither the Company nor any of its subsidiaries infringes, misappropriates or other rights otherwise violates, or has infringed, misappropriated or otherwise violated, any Intellectual Property Rights; (vi) all employees engaged in the development of Intellectual Property Rights on behalf of the Company or any third partySubsidiary of the Company have executed an invention assignment agreement whereby such employees presently assign all of their right, or
title and interest in and to such Intellectual Property Rights to the Company or the applicable Subsidiary, and to the Company’s Knowledge no such agreement has been breached or violated; (bvii) challenging the ownership, Company and its Subsidiaries use, validityand have used, enforceability or registrability commercially reasonable efforts to appropriately maintain all information intended to be maintained as a trade secret; and (viii) the Company and its Subsidiaries have taken reasonable security measures to protect the secrecy, confidentiality and value of any Owned Business IPR, or
(c) making any unauthorised use all of or infringing any Business IPR, or breaching confidence, passing off or doing any actionable act of unfair competition in relation to the business or assets of any Target Group Companytheir intellectual property rights.
10.8 So far as each Management Warrantor is aware, none of the activities of, or processes employed, or products, software or services dealt in, by the Target Group infringe the rights of any third party or breach confidence, nor make a Target Group Company liable to pay a fee or royalty.
10.9 All Business IPR will be available for use by the Target Group immediately following Closing (and thereafter) on substantially the same basis and at no greater cost as they were made available immediately prior to Closing.
Appears in 1 contract
Sources: Securities Purchase Agreement (BridgeBio Pharma, Inc.)
Intellectual Property Rights. 10.1 Section 14.01 The Disclosure Documents include completeSupplier acknowledges that, accurate and current details of:
(a) as between the Parties, the Recipient owns or rightfully uses all Owned Business IPR which are registered (including applications for registration);
(b) all Owned Business IPR which are unregistered;
(c) all Licensed Business IPR and licences, agreements and permissions Intellectual Property Rights relating to the Licensed Business IPR; and
(d) all Licensed Out IPR design and all licences, agreements and permissions relating thereto.
10.2 All:
(a) Business IPR is either legally and beneficially owned solely by a Target Group Company or lawfully used with the consent manufacture of the owner under a written licence Products. Any improvements made to the Products (details of which are set out in Disclosure Documentsincluding their design and manufacture);
(b) Owned Business IPR is not subject to any Encumbrance or any licence or authority in favour of another;
(c) Material Owned Business IPR are valid, subsisting and enforceable and nothing has been donewhether suggested, conceived, developed, invented, or not been doneauthorized by the Supplier (Product Improvements) are and shall be the sole property of the Recipient, as a result of which any of them has ceased or might cease to be valid, subsisting or enforceable and all renewal fees which are due the Supplier shall assign and steps which are required for the maintenance and protection of all Material Owned Business IPR that is registered have been paid and taken;
(d) Material Owned Business IPR that is capable of registration and that a prudent businessman would have registered has been registered by a Target Group Company;
(e) licences relating hereby assigns to the Licensed Business IPR and Licensed Out IPR are in full force and effect, valid and binding, have been validly recorded or registered (where required), have been complied with in all material respects and no notice or intention to terminate those licences has been givenRecipient, and no claims have been made the Recipient shall accept and no applications are pending which if pursued or granted might be material to the accuracy of any of the above part of this warranty.
10.3 The Target Group does not require hereby accepts such assignment of, all rights, title, and interest in any Intellectual Property Rights in order any Product Improvements. Upon the request of the Recipient, the Supplier shall provide any further necessary documentation and do all further acts reasonably requested by the Recipient or necessary to carry on its business as conducted confirm and perfect title in and to such assigned Intellectual Property Rights in the 12 months prior Recipient, its successors and assigns. Notwithstanding, the Parties agree that the Recipient intends to retain all Product Improvements associated with the use of, or symbolized by, such assigned Intellectual Property Rights and, accordingly, any assignment of such rights in such Product Improvements by the Supplier to the date Recipient pursuant to this Section 14.01 shall not be treated as a transfer for U.S. federal income tax purposes. In the event and to the extent that transfer of this deed other than those rights which it is currently able ownership in any Intellectual Property Rights relating to exerciseProduct Improvements shall not be legally permissible, without restrictionthe Supplier hereby grants and/or irrevocably agrees to grant to the Recipient an unrestricted and unlimited, in relation royalty-free, irrevocable, worldwide, sub-licensable license to use such Intellectual Property Rights. For the use and manufacture of the Products and any deviations and replacements thereto, such license shall be exclusive. In any event, the Supplier irrevocably covenants not to sue the Recipient or its Affiliates for any Intellectual Property Right infringement.
Section 14.01 The Recipient hereby grants and/or irrevocably agrees to grant to the Supplier a limited, non-exclusive, royalty-free, non-sublicensable license to use the Intellectual Property Rights which it owns of the Recipient solely to the extent required for the Supplier to manufacture and which it is currently licensed supply the Products and otherwise comply with its obligations under the licences of Licensed Business IPR detailed in the Disclosure Documentsthis Agreement.
10.4 The Target Group is entitled Section 14.03 Subject to use all Licensed Business IPR under licence for all purposes necessary to carry on Section 14.01 and Section 14.02, neither Party nor any of its business.
10.5 Other than pursuant Affiliates grants to the licences of Licensed Out IPR, no Target Group Company has granted and is not obliged to grant other Party or its Affiliates under this Agreement any licence, sub-licence, Encumbrance right or assignment license in respect of any of the Owned Business IPR or the Licensed Business IPR.
10.6 All confidential information (including know-how and trade secrets) owned or used by the Target Group has been kept confidential and has not been disclosed to third parties (other than parties who have signed written confidentiality undertakings in respect Intellectual Property Right of such information, details of which are set out in the Disclosure Letter)Party or its Affiliates.
10.7 No Target Group Company has in the past three (3) years received written notice or otherwise become aware (and no person has otherwise threatened or otherwise asserted any claim) of any person:
(a) asserting that the use of any Business IPR by, or the activities of, a member of the Target Group infringed, misappropriated or otherwise violated the Intellectual Property Rights or other rights of any third party, or
(b) challenging the ownership, use, validity, enforceability or registrability of any Owned Business IPR, or
(c) making any unauthorised use of or infringing any Business IPR, or breaching confidence, passing off or doing any actionable act of unfair competition in relation to the business or assets of any Target Group Company.
10.8 So far as each Management Warrantor is aware, none of the activities of, or processes employed, or products, software or services dealt in, by the Target Group infringe the rights of any third party or breach confidence, nor make a Target Group Company liable to pay a fee or royalty.
10.9 All Business IPR will be available for use by the Target Group immediately following Closing (and thereafter) on substantially the same basis and at no greater cost as they were made available immediately prior to Closing.
Appears in 1 contract
Intellectual Property Rights. 10.1 The Disclosure Documents include complete13.1 If any claim is made against the Buyer that the Goods infringe or that their use or resale infringes the patent, accurate and current details of:
(a) all Owned Business IPR which are copyright, database right, design right, registered (including applications for registration);
(b) all Owned Business IPR which are unregistered;
(c) all Licensed Business IPR and licencesdesign, agreements and permissions relating trade ▇▇▇▇ or other industrial or intellectual property rights of any other person or any claim is made in respect of passing off or unauthorised use of Confidential Information in relation to the Licensed Business IPR; and
(d) Goods and/or their use or resale the Buyer shall forthwith notify the Seller in writing and the Seller shall be given full control of any proceedings or negotiations in connection with any such claim. The Buyer shall give the Seller all Licensed Out IPR reasonable assistance for the purposes of any such proceedings or negotiations and all licencesexcept pursuant to a final award, agreements and permissions relating thereto.
10.2 All:
(a) Business IPR is either legally and beneficially owned solely by a Target Group Company the Buyer shall not pay or lawfully used with accept any such claim, or compromise any such proceedings without the consent of the owner under a written licence Seller (details which shall not be unreasonably withheld). The Buyer shall do nothing which would or might vitiate any policy of insurance or insurance cover which the Seller may have in relation to such infringement.
13.2 If the Goods are set out in Disclosure Documents);
(b) Owned Business IPR is not subject to any Encumbrance be manufactured or any licence process is to be applied to the Goods by the Seller in accordance with a specification submitted by the Buyer, the Buyer shall (without prejudice to the other rights and remedies of the Seller) indemnify the Seller in full against all loss, costs, damages, charges, expenses and other liabilities awarded against or authority in favour of another;
(c) Material Owned Business IPR are valid, subsisting and enforceable and nothing has been done, or not been done, incurred by the Seller as a result of which or in connection with:
13.2.1 any of them has ceased or might cease to be valid, subsisting or enforceable and all renewal fees which are due and steps which are required claim for the maintenance and protection of all Material Owned Business IPR that is registered have been paid and taken;
(d) Material Owned Business IPR that is capable of registration and that a prudent businessman would have registered has been registered by a Target Group Company;
(e) licences relating to the Licensed Business IPR and Licensed Out IPR are in full force and effect, valid and binding, have been validly recorded or registered (where required), have been complied with in all material respects and no notice or intention to terminate those licences has been given, and no claims have been made and no applications are pending which if pursued or granted might be material to the accuracy infringement of any of the above part of this warranty.
10.3 The Target Group does not require any Intellectual Property Rights in order to carry on its business as conducted in the 12 months prior to the date of this deed other than those rights which it is currently able to exercisepatent, without restrictioncopyright, in relation to the Intellectual Property Rights which it owns and which it is currently licensed under the licences of Licensed Business IPR detailed in the Disclosure Documents.
10.4 The Target Group is entitled to use all Licensed Business IPR under licence for all purposes necessary to carry on its business.
10.5 Other than pursuant to the licences of Licensed Out IPRdatabase right, no Target Group Company has granted and is not obliged to grant any licencedesign right, sub-licenceregistered design, Encumbrance or assignment in respect of any of the Owned Business IPR or the Licensed Business IPR.
10.6 All confidential information (including know-how and trade secrets) owned or used by the Target Group has been kept confidential and has not been disclosed to third parties (other than parties who have signed written confidentiality undertakings in respect of such information, details of which are set out in the Disclosure Letter).
10.7 No Target Group Company has in the past three (3) years received written notice or otherwise become aware (and no person has otherwise threatened or otherwise asserted any claim) of any person:
(a) asserting that the use of any Business IPR by, or the activities of, a member of the Target Group infringed, misappropriated or otherwise violated the Intellectual Property Rights ▇▇▇▇ or other industrial or intellectual property rights of any third party, or
(b) challenging the ownership, use, validity, enforceability or registrability of any Owned Business IPR, or
(c) making any other person and/or for passing off and/or unauthorised use of or infringing Confidential Information which results from the Seller’s use of the Buyer’s specifications;
13.2.2 any Business IPR, or breaching confidence, passing off or doing any actionable act of unfair competition in relation to the business or assets other liability of any Target Group Company.
10.8 So far as each Management Warrantor is aware, none of the activities of, or processes employed, or products, software or services dealt in, by the Target Group infringe the rights of kind to any third party including without limitation for defective Goods, personal injury or breach confidence, nor make a Target Group Company liable death to pay a fee or royaltythe extent that it arises from the specification.
10.9 All Business IPR will be available for use by the Target Group immediately following Closing (and thereafter) on substantially the same basis and at no greater cost as they were made available immediately prior to Closing.
Appears in 1 contract
Sources: Terms and Conditions of Sale
Intellectual Property Rights. 10.1 7.1 The Disclosure Documents include completeSeller warrants that neither the Goods nor the sale thereof covered by the Order will infringe upon or violate any trademarks, accurate patents, copyright, inventions, designs, drawings, protectable creations and current details of:
(a) all Owned Business IPR which are registered (including applications for registration);
(b) all Owned Business IPR which are unregistered;
(c) all Licensed Business IPR and licencesthe like or other legal rights of third parties, agreements and permissions relating to the Licensed Business IPR; and
(d) all Licensed Out IPR and all licences, agreements and permissions relating thereto.
10.2 All:
(a) Business IPR is either legally and beneficially owned solely by a Target Group Company or lawfully used with the consent of the owner under a written licence (details of which are set out in Disclosure Documents);
(b) Owned Business IPR is not subject to any Encumbrance or any licence or authority in favour of another;
(c) Material Owned Business IPR are valid, subsisting and enforceable and nothing has been done, whether or not been done, as a result of which any of them has ceased or might cease to be valid, subsisting or enforceable and all renewal fees which are due and steps which are required for the maintenance and protection of all Material Owned Business IPR that is registered have been paid and taken;
(d) Material Owned Business IPR that is capable of registration (“Intellectual Property Rights”). The Seller indemnifies the Buyer against all actions, claims, liability, loss, costs, attorneys' fees, expenses and damages due to or arising from any infringement of the Intellectual Property Rights of any third party. The Seller shall, at its own expense, if so requested by the Buyer, defend the Buyer against all such claims, proceedings and suits and shall fully co-operate with and follow all lawful instructions of the Buyer in respect thereof.
7.2 In the event that the Goods become the subject of any actions or claims of infringement of Intellectual Property Rights, the Seller shall either, in the shortest possible period, obtain the right for the Buyer to use the Goods, or modify or replace the Goods so that the infringement ends. Modification or replacement of the Goods shall never result in a prudent businessman would have registered has been registered decrease or reduction of the functionality or fitness of the Goods for the particular purpose for which the Goods were ordered by a Target Group Company;
(e) licences relating the Buyer. If the Seller fails to carry out its obligations as set out herein, the Buyer, with five business days advance notice to the Licensed Business IPR Seller, shall be entitled to take such actions as it deems necessary and Licensed Out IPR are in full force to recover the total cost of the Goods from the Seller.
7.3 Patentable inventions and effectprotectable creations as well as their results, valid and bindinginsofar as they arise from the Order, have been validly recorded or registered (where required), have been complied with in all material respects and no notice or intention shall belong to terminate those licences has been giventhe Buyer unless the Seller establishes that they arise from the Seller's sole inventive capacity, and no claims have been made and no applications are pending which if pursued or granted might be material to the accuracy of any were developed independently of the above part of this warrantyOrder.
10.3 The Target Group does not require 7.4 Where the Seller has (or will acquire) any Intellectual Property Rights in order to carry on its business as conducted in respect of the 12 months prior Goods, or any software relating thereto, it shall grant to the date of this deed other than those rights which it is currently able to exerciseBuyer a perpetual, without restriction, in relation to the Intellectual Property Rights which it owns and which it is currently licensed under the licences of Licensed Business IPR detailed in the Disclosure Documents.
10.4 The Target Group is entitled non-exclusive licence to use all Licensed Business IPR under licence the Goods for all purposes necessary to carry on its business.
10.5 Other than pursuant to the licences of Licensed Out IPR, no Target Group Company has granted and is not obliged to grant any licence, sub-licence, Encumbrance or assignment in respect of any of the Owned Business IPR or the Licensed Business IPR.
10.6 All confidential information (including know-how and trade secrets) owned or used purpose for which they were ordered by the Target Group has been kept confidential and has not been disclosed to third parties (other than parties who have signed written confidentiality undertakings in respect of such information, details of which are set out in the Disclosure Letter)Buyer.
10.7 No Target Group Company has in the past three (3) years received written notice or otherwise become aware (and no person has otherwise threatened or otherwise asserted any claim) of any person:
(a) asserting that the use of any Business IPR by, or the activities of, a member of the Target Group infringed, misappropriated or otherwise violated the Intellectual Property Rights or other rights of any third party, or
(b) challenging the ownership, use, validity, enforceability or registrability of any Owned Business IPR, or
(c) making any unauthorised use of or infringing any Business IPR, or breaching confidence, passing off or doing any actionable act of unfair competition in relation to the business or assets of any Target Group Company.
10.8 So far as each Management Warrantor is aware, none of the activities of, or processes employed, or products, software or services dealt in, by the Target Group infringe the rights of any third party or breach confidence, nor make a Target Group Company liable to pay a fee or royalty.
10.9 All Business IPR will be available for use by the Target Group immediately following Closing (and thereafter) on substantially the same basis and at no greater cost as they were made available immediately prior to Closing.
Appears in 1 contract
Intellectual Property Rights. 10.1 (A) The Disclosure Documents include complete, accurate Listed Intellectual Property is all of the registered Intellectual Property (and current details of:any applications for any such right) and all material unregistered Intellectual Property owned by the Company.
(aB) all Owned Business IPR which are The Company is the sole legal and beneficial owner free from Encumbrances of the Listed Intellectual Property and (where such property is capable of registration) the registered (including applications for registration);proprietor thereof and owns no other Intellectual Property.
(bC) all Owned Business IPR which are unregistered;Save as described expressly in the Listed Intellectual Property Agreements no Third Party has been authorised to make any use whatsoever of any Intellectual Property owned by the Company.
(cD) Save as described in the Listed Intellectual Property Agreements all Licensed Business IPR the Intellectual Property used by the Company is owned by it and licencesit does not use any Intellectual Property in respect of which any Third Party has any right, agreements title or interest.
(E) All the Intellectual Property (and permissions all rights relating to it) owned or used by the Licensed Business IPR; and
(d) all Licensed Out IPR and all licences, agreements and permissions relating thereto.
10.2 All:
(a) Business IPR is either legally and beneficially owned solely by a Target Group Company or lawfully used with the consent of the owner under a written licence (details of which are set out in Disclosure Documents);
(b) Owned Business IPR is not subject to any Encumbrance or any licence or authority in favour of another;
(c) Material Owned Business IPR are valid, subsisting valid and enforceable and nothing has been done, omitted or not been done, as a result of which permitted whereby any of them such Intellectual Property has ceased or to the best of the Warrantors’ knowledge and belief might cease to be valid, subsisting or enforceable valid and all renewal fees which are due and steps which are required for the maintenance and protection of all Material Owned Business IPR that is registered have been paid and taken;enforceable.
(dF) Material Owned Business IPR The Warrantors have not received notice that is capable of registration and that a prudent businessman would have registered has been registered by a Target Group Company;
(e) licences relating to the Licensed Business IPR and Licensed Out IPR are in full force and effect, valid and binding, have been validly recorded or registered (where required), have been complied with in all material respects and no notice or intention to terminate those licences has been given, and no claims have been made and no applications are pending which if pursued or granted might be material to the accuracy of any of the above part processes, services or products of this warranty.
10.3 The Target Group does not require the Company infringe any Intellectual Property Rights in order or any right of any Third Party relating to carry on its business as conducted in Intellectual Property or involves the 12 months prior unlicensed use of confidential information disclosed to the date Company by any Third Party in circumstances which might entitle that Third Party to make a claim against the Company and the Warrantors have no knowledge of this deed other than those rights which it is currently able to exercise, without restriction, in relation to the Intellectual Property Rights which it owns and which it is currently licensed under the licences such infringement. No Third Party (including any employee or contractor) has made any claim of Licensed Business IPR detailed in the Disclosure Documents.
10.4 The Target Group is entitled to use all Licensed Business IPR under licence for all purposes necessary to carry on its business.
10.5 Other than pursuant to the licences of Licensed Out IPR, no Target Group Company has granted and is not obliged to grant any licence, sub-licence, Encumbrance or assignment ownership in respect of any of the Owned Business IPR or the Licensed Business IPR.
10.6 All confidential information (including know-how and trade secrets) Intellectual Property owned or used by the Target Group Company and the Warrantors are not aware of any matter or fact which might give rise to any such claim.
(G) None of the Listed Intellectual Property is being used, claimed, applied for, opposed or attacked by any Third Party or Authority.
(H) The Warrantors are not aware of any infringement of the Listed Intellectual Property or of any rights relating to it by any Third Party.
(I) There are no outstanding claims against the Company for infringement of any Intellectual Property or of any rights relating to it used (or which has been kept used) by the Company and during the last three years no such claims have been settled. The Company has not received any actual or threatened claim that any of the Listed Intellectual Property is invalid nor is the Company aware of any reason why any patents should be amended.
(J) The Company uses all reasonable endeavours to keep confidential information and know-how used by the Company strictly confidential and the Company operates and complies with procedures which maintain such confidentiality. The Warrantors are not aware of any such confidentiality having been breached. The Company has not disclosed (except in the ordinary course of its business) any of its know-how, trade secrets or lists of customers to any other person.
(K) All application and renewal fees, costs, charges, taxes and other steps required for the maintenance or protection of the Listed Intellectual Property have been duly paid on time or taken and there are no outstanding patent office or trade marks or designs registry deadlines which expire within three months after Completion.
(L) The Listed Intellectual Property Agreements are all the agreements relating to Intellectual Property to which the Company is a party and each of them is valid and binding and the Company is not in breach of any material provisions of any such agreement.
(M) If required to do so, the Company is registered as a data controller under the Data Protection ▇▇▇ ▇▇▇▇, in respect of the business carried on by the Company and has complied with the data protection principles set out in such Act.
(N) All current advertising, marketing and sales promotions by the Company comply with all applicable codes of practice and self-regulatory schemes. The Company has not been disclosed to third parties (other than parties who have signed written confidentiality undertakings disciplined under any scheme or code in respect of any such informationadvertising, details marketing or sales promotion and no complaint has been made against it in respect thereof and to the best of which the Warrantors’ knowledge and belief there are set out no outstanding complaints or disciplinary proceedings against the Company in respect thereof.
(O) All persons retained or employed by the Company who, in the Disclosure Letter)course of their work for the Company will or might reasonably be expected to bring into existence Intellectual Property or things protected by Intellectual Property are, so far as is reasonably practicable, individually bound by agreements with the Company whereby all Intellectual Property which such persons may bring into existence during their work for the Company vests in the Company and all such agreements contain terms which, so far as is reasonably practicable, prevent such persons disclosing any confidential information about the Company and its business.
10.7 No Target Group Company has in the past three (3P) years received written notice or otherwise become aware (and no person has otherwise threatened or otherwise asserted any claim) None of any person:
(a) asserting that the use of any Business IPR by, or the activities of, a member of the Target Group infringed, misappropriated or otherwise violated the Intellectual Property Rights owned or other rights used by the Company is subject to compulsory licensing or the granting of any third partylicences of right nor, or
(b) challenging the ownership, use, validity, enforceability or registrability of any Owned Business IPR, or
(c) making any unauthorised use of or infringing any Business IPR, or breaching confidence, passing off or doing any actionable act of unfair competition in relation to the business or assets of any Target Group Company.
10.8 So so far as each Management Warrantor the Company is aware, none will it become so by operation of Law.
(Q) The Company does not use on its letterhead, brochures, sales literature or vehicles, nor does it otherwise carry on its business under, any name other than its corporate name.
(R) None of the activities ofIntellectual Property owned or used by the Company will be lost, or processes employed, or products, software or services dealt in, by the Target Group infringe the rights of any third party or breach confidence, nor make a Target Group Company rendered liable to pay a fee any right of termination or royaltycessation by virtue of the execution or completion of this Agreement.
10.9 All Business IPR will be available for use by the Target Group immediately following Closing (and thereafter) on substantially the same basis and at no greater cost as they were made available immediately prior to Closing.
Appears in 1 contract
Sources: Share Purchase Agreement (Seachange International Inc)
Intellectual Property Rights. 10.1 The Disclosure Documents include complete, accurate and current details of:
(a) The attached Intellectual Property Schedule contains a complete and accurate list of all Owned Business IPR which are (a) patented or registered (including applications for registration);
Intellectual Property Rights owned or used by the Issuer or any Subsidiary and material to the business of the Issuer and its Subsidiaries, (b) all Owned Business IPR which are unregistered;
pending patent applications and applications for registration of other Intellectual Property Rights filed by the Issuer or any Subsidiary material to the business of the Issuer and its Subsidiaries, (c) all Licensed Business IPR material unregistered trade names and licences, agreements corporate names owned or used by the Issuer or any Subsidiary and permissions relating to the Licensed Business IPR; and
(d) all Licensed Out IPR material unregistered trademarks, service marks, copyrights, mask works and all licences, agreements and permissions relating thereto.
10.2 All:
computer software (a) Business IPR is either legally and beneficially owned solely by a Target Group Company or lawfully used with the consent of the owner under a written licence (details of which are set out in Disclosure Documents);
(b) Owned Business IPR is not subject to any Encumbrance or any licence or authority in favour of another;
(c) Material Owned Business IPR are valid, subsisting and enforceable and nothing has been done, or not been done, as a result of which any of them has ceased or might cease to be valid, subsisting or enforceable and all renewal fees which are due and steps which are required for the maintenance and protection of all Material Owned Business IPR that is registered have been paid and taken;
(d) Material Owned Business IPR that is capable of registration and that a prudent businessman would have registered has been registered by a Target Group Company;
(e) licences relating to the Licensed Business IPR and Licensed Out IPR are in full force and effect, valid and binding, have been validly recorded or registered (where required), have been complied with in all material respects and no notice or intention to terminate those licences has been given, and no claims have been made and no applications are pending which if pursued or granted might be material to the accuracy of any of the above part of this warranty.
10.3 The Target Group does not require any Intellectual Property Rights in order to carry on its business as conducted in the 12 months prior to the date of this deed other than those rights which it is currently able to exercise, without restriction, in relation to the Intellectual Property Rights which it owns and which it is currently licensed under the licences of Licensed Business IPR detailed in the Disclosure Documents.
10.4 The Target Group is entitled to use all Licensed Business IPR under licence for all purposes necessary to carry on its business.
10.5 Other than pursuant to the licences of Licensed Out IPR, no Target Group Company has granted and is not obliged to grant any licence, sub-licence, Encumbrance or assignment in respect of any of the Owned Business IPR or the Licensed Business IPR.
10.6 All confidential information (including know-how and trade secretscommercially available computer software) owned or used by the Target Group Issuer or any Subsidiary and material to the business of the Issuer and its Subsidiaries. The Intellectual Property Schedule also contains a complete and accurate list of all material licenses and other material rights granted by the Issuer or any Subsidiary to any third party with respect to any Intellectual Property Rights and all material licenses and other material rights granted by any third party to the Issuer or any Subsidiary with respect to any Intellectual Property Rights, in each case identifying the subject Intellectual Property Rights. The Issuer or one of its Subsidiaries is the beneficial and record owner of all right, title and interest to, or has the right to use pursuant to a valid and enforceable license, all Intellectual Property Rights necessary for the operation of the businesses of the Issuer and its Subsidiaries as presently conducted and as presently proposed to be conducted, free and clear of all Liens, except where the failure to have such right would not have a Material Adverse Effect. The loss or expiration of any Intellectual Property Right or related group of Intellectual Property Rights owned or used by the Issuer or any Subsidiary would not reasonably be expected to have a Material Adverse Effect and no such loss or expiration is, to the best of the Issuer's knowledge, threatened, pending or reasonably foreseeable. The Issuer and its Subsidiaries have taken all necessary actions to maintain and protect the Intellectual Property Rights which they own, except where the failure to have taken such actions would not have a Material Adverse Effect. To the best of the Issuer's knowledge, the owners of any Intellectual Property Rights licensed to the Issuer or any Subsidiary have taken all necessary actions to maintain and protect the Intellectual Property Rights which are subject to such licenses.
(b) Except as set forth on the Intellectual Property Schedule or the Litigation Schedule, (i) to the best of the Issuer's knowledge, there have been kept confidential no claims made against the Issuer or any Subsidiary within the past five (5) years asserting the invalidity, misuse or unenforceability of any of the Issuer's or its subsidiaries' Intellectual Property Rights or alleging infringement, misappropriation or other conflict of any third Person's Intellectual Property Rights by the Issuer or any of its Subsidiaries (including, without limitation, any demand or request that the Issuer or any Subsidiary license any rights from a third party), and, to the best of the Issuer's knowledge, there are no grounds for the same, (ii) neither the Issuer nor any Subsidiary has received any notices of, and is not aware of any facts which indicate a likelihood of, any infringement or misappropriation by any third party with respect to the Issuer's or its Subsidiaries' Intellectual Property Rights (including, without limitation, any demand or request that the Issuer or any Subsidiary license any rights from a third party) and (iii) to the best of the Issuer's knowledge, the conduct of the Issuer's and each Subsidiary's business has not been disclosed to third parties (other than parties who have signed written confidentiality undertakings in respect of such information, details of which are set out in the Disclosure Letter).
10.7 No Target Group Company has in the past three (3) years received written notice or otherwise become aware (and no person has otherwise threatened or otherwise asserted any claim) of any person:
(a) asserting that the use of any Business IPR by, or the activities of, a member of the Target Group infringed, misappropriated or otherwise violated the conflicted with and does not infringe, misappropriate or conflict with any Intellectual Property Rights of other Persons, nor would any future conduct as presently contemplated infringe, misappropriate or conflict with any Intellectual Property Rights of other rights of any third party, or
(b) challenging the ownership, use, validity, enforceability Persons. All Intellectual Property Rights owned or registrability of any Owned Business IPR, or
(c) making any unauthorised use of or infringing any Business IPR, or breaching confidence, passing off or doing any actionable act of unfair competition in relation to the business or assets of any Target Group Company.
10.8 So far as each Management Warrantor is aware, none of the activities of, or processes employed, or products, software or services dealt in, used by the Target Group infringe the rights of Issuer or any third party or breach confidence, nor make a Target Group Company liable Subsidiary immediately prior to pay a fee or royalty.
10.9 All Business IPR Closing will be owned or available for use by the Target Group Issuer or any such Subsidiary on identical terms and conditions immediately following Closing (and thereafter) on substantially the same basis and at no greater cost as they were made available immediately prior subsequent to Closing.
Appears in 1 contract
Sources: Securities Purchase Agreement (United Shipping & Technology Inc)
Intellectual Property Rights. 10.1 The Seller has good and marketable title to, and the Disclosure Documents include completeSchedule contains a detailed listing of, accurate each Intellectual Property right used in, or necessary for, the operations of the Division as currently conducted or proposed to be conducted with an indication of any such property which is not used exclusively in the operation of the Division ("Shared Intellectual Property") and current details of:
a further indication of the Shared Intellectual property which is being retained by Seller and will not be included in the Assets and transferred to Purchaser (athe "Retained Shared Intellectual Property"). Except as set forth on the Disclosure Schedule, the use of all Intellectual Property rights included in the Assets does not infringe or violate the Intellectual Property rights of any person or entity. Except as described on the Disclosure Schedule, in connection with the operations of the Division, as currently conducted: (i) Seller does not own or use any Intellectual Property rights included in the Assets pursuant to any license agreement; (ii) Seller has not granted any person or entity any rights, pursuant to any license agreement or otherwise, to use any Intellectual Property right included in the Assets; and (iii) all Owned Business IPR which of Seller's Intellectual Property rights are registered (including free and clear of all royalty obligations and Liens. All registrations of the Intellectual Property included in the Assets and designated as owned by the Seller are valid and subsisting. All of the registrations and applications for registration);
(b) all Owned Business IPR which are unregistered;
(c) all Licensed Business IPR and licences, agreements and permissions relating to the Licensed Business IPR; and
(d) all Licensed Out IPR and all licences, agreements and permissions relating thereto.
10.2 All:
(a) Business IPR is either legally and beneficially owned solely by a Target Group Company or lawfully used with the consent registration of the owner under a written licence (details of which are set out Intellectual Property included in Disclosure Documents);
(b) Owned Business IPR is not subject to any Encumbrance or any licence or authority in favour of another;
(c) Material Owned Business IPR are valid, subsisting the Assets and enforceable and nothing has been done, or not been done, designated as a result of which any of them has ceased or might cease to be valid, subsisting or enforceable and all renewal fees which are due and steps which are required for owned by the maintenance and protection of all Material Owned Business IPR that is registered have been paid and taken;
(d) Material Owned Business IPR that is capable of registration and that a prudent businessman would have registered has been registered by a Target Group Company;
(e) licences relating to the Licensed Business IPR and Licensed Out IPR Seller are in full force good standing and effect, valid and binding, have been validly are recorded or registered (where required), have been complied with in all material respects and no notice or intention to terminate those licences has been given, and no claims have been made and no applications are pending which if pursued or granted might be material to the accuracy name of Seller. No application for registration of any of the above part of this warranty.
10.3 The Target Group does not require any Intellectual Property Rights in order to carry on its business as conducted owned by the Seller which is included in the 12 months prior to the date Assets has been rejected. No shareholder, officer, director or employee of this deed other than those rights which it is currently able to exerciseSeller or any third party has any right, without restriction, title or interest in relation to any of the Intellectual Property Rights which it owns and which it is currently licensed under the licences of Licensed Business IPR detailed in the Disclosure Documents.
10.4 The Target Group is entitled to use all Licensed Business IPR under licence for all purposes necessary to carry on owned by Seller. Seller has diligently protected its business.
10.5 Other than pursuant legal rights to the licences exclusive use of Licensed Out IPR, no Target Group Company the Intellectual Property where Seller enjoys exclusive use. No person has granted and is not obliged challenged the validity of any registrations for the Intellectual Property or Seller's rights to grant any licence, sub-licence, Encumbrance or assignment in respect of any of the Owned Business IPR or the Licensed Business IPR.
10.6 All confidential information (including know-how and trade secrets) owned or used by the Target Group has been kept confidential and has not been disclosed to third parties (other than parties who have signed written confidentiality undertakings in respect of such information, details of which are set out in the Disclosure Letter).
10.7 No Target Group Company has in the past three (3) years received written notice or otherwise become aware (and no person has otherwise threatened or otherwise asserted any claim) of any person:
(a) asserting that the use of any Business IPR by, or the activities of, a member of the Target Group infringed, misappropriated or otherwise violated the Intellectual Property Rights or other rights of any third party, or
(b) challenging the ownership, use, validity, enforceability or registrability of any Owned Business IPR, or
(c) making any unauthorised use of or infringing any Business IPR, or breaching confidence, passing off or doing any actionable act of unfair competition in relation to the business or assets of any Target Group Companyowned by Seller.
10.8 So far as each Management Warrantor is aware, none of the activities of, or processes employed, or products, software or services dealt in, by the Target Group infringe the rights of any third party or breach confidence, nor make a Target Group Company liable to pay a fee or royalty.
10.9 All Business IPR will be available for use by the Target Group immediately following Closing (and thereafter) on substantially the same basis and at no greater cost as they were made available immediately prior to Closing.
Appears in 1 contract
Sources: Asset Purchase Agreement (Healthplan Services Corp)
Intellectual Property Rights. 10.1 The Disclosure Documents include completeYou herein acknowledge, accurate understand and current details ofagree that all of the Holland Tax & Business Service, L L C trademarks, copyright, trade name, service marks, and other Holland Tax & Business Service, LLC logos and any brand features, and/or product and service names are trademarks and as such, are and shall remain the property of Holland Tax & Business Service, LLC . You herein agree not to display and/or use in any manner the Holland Tax & Business Service, LLC logo or marks without obtaining Holland Tax & Business Service, LLC 's prior written consent. Holland Tax & Business Service, LLC will always respect the intellectual property of others, and we ask that all of our users do the same. With regards to appropriate circumstances and at its sole discretion, Holland Tax & Business Service, LLC may disable and/or terminate the accounts of any user who violates our Terms and/or infringes the rights of others. If you feel that your work has been duplicated in such a way that would constitute copyright infringement, or if you believe your intellectual property rights have been otherwise violated, you should provide to us the following information:
(a) all Owned Business IPR which are registered (including applications for registration);
(b) all Owned Business IPR which are unregistered;
(c) all Licensed Business IPR and licences, agreements and permissions relating to The electronic or the Licensed Business IPR; and
(d) all Licensed Out IPR and all licences, agreements and permissions relating thereto.
10.2 All:
(a) Business IPR physical signature of the individual that is either legally and beneficially owned solely by a Target Group Company or lawfully used with the consent authorized on behalf of the owner under a written licence (details of which are set out in Disclosure Documents)the copyright or other intellectual property interest;
(b) Owned Business IPR A description of the copyrighted work or other intellectual property that you believe has been infringed upon;
c) A description of the location of the site which you allege has been infringing upon your work;
d) Your physical address, telephone number, and email address;
e) A statement, in which you state that the alleged and disputed use of your work is not subject to any Encumbrance authorized by the copyright owner, its agents or any licence or authority in favour of anotherthe law;
(cf) Material Owned Business IPR are validAnd finally, subsisting a statement, made under penalty of ▇▇▇▇▇▇▇, that the aforementioned information in your notice is truthful and enforceable and nothing has been doneaccurate, or not been done, as a result of which any of them has ceased or might cease to be valid, subsisting or enforceable and all renewal fees which are due and steps which are required for the maintenance and protection of all Material Owned Business IPR that is registered have been paid and taken;
(d) Material Owned Business IPR that is capable of registration and that a prudent businessman would have registered has been registered by a Target Group Company;
(e) licences relating you are the copyright or intellectual property owner, representative or agent authorized to act on the Licensed copyright or intellectual property owner's behalf. The Holland Tax & Business IPR and Licensed Out IPR are in full force and effectService, valid and binding, have been validly recorded or registered (where required), have been complied with in all material respects and no LLC agent for notice or intention to terminate those licences has been given, and no of claims have been made and no applications are pending which if pursued or granted might be material to the accuracy of any of the above part of this warranty.
10.3 The Target Group does not require any Intellectual Property Rights in order to carry on its business as conducted in the 12 months prior to the date of this deed other than those rights which it is currently able to exercise, without restriction, in relation to the Intellectual Property Rights which it owns and which it is currently licensed under the licences of Licensed Business IPR detailed in the Disclosure Documents.
10.4 The Target Group is entitled to use all Licensed Business IPR under licence for all purposes necessary to carry on its business.
10.5 Other than pursuant to the licences of Licensed Out IPR, no Target Group Company has granted and is not obliged to grant any licence, sub-licence, Encumbrance or assignment in respect of any of the Owned Business IPR or the Licensed Business IPR.
10.6 All confidential information (including know-how and trade secrets) owned or used by the Target Group has been kept confidential and has not been disclosed to third parties (other than parties who have signed written confidentiality undertakings in respect of such information, details of which are set out in the Disclosure Letter).
10.7 No Target Group Company has in the past three (3) years received written notice or otherwise become aware (and no person has otherwise threatened or otherwise asserted any claim) of any person:
(a) asserting that the use of any Business IPR by, or the activities of, a member of the Target Group infringed, misappropriated or otherwise violated the Intellectual Property Rights copyright or other rights of any third partyintellectual property infringement can be contacted as follows: Mailing Address: Holland Tax & Business Service, or
(b) challenging the ownershipLLC Attn: Copyright Agent ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇ ▇▇ ▇▇▇▇▇▇▇▇, use, validity, enforceability or registrability of any Owned Business IPR, or
(c) making any unauthorised use of or infringing any Business IPR, or breaching confidence, passing off or doing any actionable act of unfair competition in relation to the business or assets of any Target Group Company▇▇▇▇▇▇▇ ▇▇▇▇▇ Telephone: ▇▇▇-▇▇▇-▇▇▇▇ Fax: ▇▇▇-▇▇▇-▇▇▇▇ Email: ▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇.
10.8 So far as each Management Warrantor is aware, none of the activities of, or processes employed, or products, software or services dealt in, by the Target Group infringe the rights of any third party or breach confidence, nor make a Target Group Company liable to pay a fee or royalty.
10.9 All Business IPR will be available for use by the Target Group immediately following Closing (and thereafter) on substantially the same basis and at no greater cost as they were made available immediately prior to Closing.▇▇▇
Appears in 1 contract
Sources: Terms of Service Agreement
Intellectual Property Rights. 10.1 The Disclosure Documents include complete
5.1 Visit Orlando is and will be the sole and exclusive owner of all right, accurate title, and current details of:
(a) interest throughout the world in and to all Owned Business IPR which are registered (the results and proceeds of the Services performed under this Agreement, including applications for registration);
(b) all Owned Business IPR which are unregistered;
(c) all Licensed Business IPR and licences, agreements and permissions relating but not limited to the Licensed Business IPR; and
(d) all Licensed Out IPR and all licences, agreements and permissions relating thereto.
10.2 All:
(a) Business IPR is either legally and beneficially owned solely by a Target Group Company or lawfully used with the consent of the owner under a written licence (details of which are deliverables set out in Disclosure Documents);
Schedule 1 (bcollectively, the “Deliverables”) Owned Business IPR is not subject to and all other writings, technology, inventions, discoveries, processes, techniques, methods, ideas, concepts, research, proposals, and materials, and all other work product of any Encumbrance or any licence or authority in favour of another;
(c) Material Owned Business IPR nature whatsoever, that are validcreated, subsisting and enforceable and nothing has been doneprepared, produced, authored, edited, modified, conceived, or not been donereduced to practice in the course of performing the Services (collectively, and including the Deliverables, “Work Product”) including all patents, copyrights, trademarks (together with the goodwill symbolized thereby), trade secrets, know-how, and other confidential or proprietary information, and other intellectual property rights (collectively “Intellectual Property Rights”) therein. You agree that the Work Product is hereby deemed “work made for hire” as a result of which any of them has ceased or might cease to be valid, subsisting or enforceable defined in 17 U.S.C. § 101 for Visit Orlando and all renewal fees which are due copyrights therein automatically and steps which are required immediately vest in Visit Orlando. If, for the maintenance and protection of all Material Owned Business IPR that is registered have been paid and taken;
(d) Material Owned Business IPR that is capable of registration and that a prudent businessman would have registered has been registered by a Target Group Company;
(e) licences relating any reason, any Work Product does not constitute “work made for hire,” you hereby irrevocably assign to the Licensed Business IPR and Licensed Out IPR are in full force and effectVisit Orlando, valid and bindingfor no additional consideration, have been validly recorded or registered (where required)your entire right, have been complied with in all material respects and no notice or intention to terminate those licences has been giventitle, and no claims have been made interest throughout the world in and no applications are pending which if pursued or granted might be material to the accuracy of any of the above part of this warranty.
10.3 The Target Group does not require any such Work Product, including all Intellectual Property Rights therein, including the right to ▇▇▇ for past, present, and future infringement, misappropriation, or dilution thereof.
5.2 To the extent any copyrights are assigned under this Section 5, you hereby irrevocably waive in order to carry on its business as conducted in the 12 months prior favor of Visit Orlando, to the date extent permitted by applicable law, any and all claims you may now or hereafter have in any jurisdiction to all rights of this deed paternity or attribution, integrity, disclosure, and withdrawal and any other than those rights which it is currently able to exercise, without restriction, that may be known as “moral rights” in relation to all Work Product to which the assigned copyrights apply.
5.3 Upon the request of Visit Orlando, during and after the Term, you shall promptly take such further actions, including execution and delivery of all appropriate instruments of conveyance, and provide such further cooperation, as may be necessary to assist Visit Orlando to apply for, prosecute, register, maintain, perfect, record, or enforce its rights in any Work Product and all Intellectual Property Rights which it owns therein. In the event Visit Orlando is unable, after reasonable effort, to obtain your signature on any such documents, you hereby irrevocably designate and which it appoint Visit Orlando as your agent and attorney-in-fact, to act for and on your behalf solely to execute and file any such application or other document and do all other lawfully permitted acts to further the prosecution and issuance of patents, copyrights, or other intellectual property protection related to the Work Product with the same legal force and effect as if you had executed them. You agree that this power of attorney is currently licensed under the licences of Licensed Business IPR detailed in the Disclosure Documentscoupled with an interest.
10.4 The Target Group is entitled 5.4 Notwithstanding Section 5.1, to the extent that any of your pre-existing materials are incorporated in or combined with any Deliverable or otherwise necessary for the use all Licensed Business IPR under licence for all purposes necessary or exploitation of any Work Product, you hereby grant to carry on its businessVisit Orlando an irrevocable, worldwide, perpetual, royalty-free, non- exclusive license to use, publish, reproduce, perform, display, distribute, modify, prepare derivative works based upon, make, have made, sell, offer to sell, import, and otherwise exploit such preexisting materials and derivative works thereof. Visit Orlando may assign, transfer, and sublicense such rights to others without your approval.
10.5 Other than pursuant 5.5 As between you and Visit Orlando, Visit Orlando is, and will remain, the sole and exclusive owner of all right, title, and interest in and to the licences of Licensed Out IPRany documents, no Target Group Company has granted and is not obliged to grant any licencespecifications, sub-licencedata, Encumbrance or assignment in respect of any of the Owned Business IPR or the Licensed Business IPR.
10.6 All confidential information (including know-how how, methodologies, software, and trade secrets) owned or used other materials provided to you by the Target Group has been kept confidential and has not been disclosed to third parties Visit Orlando (other than parties who have signed written confidentiality undertakings in respect of such information“VO Materials”), details of which are set out in the Disclosure Letter).
10.7 No Target Group Company has in the past three (3) years received written notice or otherwise become aware (and no person has otherwise threatened or otherwise asserted any claim) of any person:
(a) asserting that the use of any Business IPR by, or the activities of, a member of the Target Group infringed, misappropriated or otherwise violated the including all Intellectual Property Rights therein. You have no right or license to reproduce or use any VO Materials except solely during the Term to the extent necessary to perform your obligations under this Agreement. All other rights of any third partyin and to the VO Materials are expressly reserved by Visit Orlando. You have no right or license to use Visit Orlando’s trademarks, or
(b) challenging the ownershipservice marks, usetrade names, validitylogos, enforceability or registrability of any Owned Business IPR, or
(c) making any unauthorised use of or infringing any Business IPRsymbols, or breaching confidence, passing off or doing any actionable act of unfair competition in relation to the business or assets of any Target Group Companybrand names.
10.8 So far as 5.6 You shall require each Management Warrantor is aware, none of your employees and contractors to execute written agreements containing obligations of confidentiality and non-use and assignment of inventions and other work product consistent with the activities of, or processes employed, or products, software or services dealt in, by the Target Group infringe the rights provisions of any third party or breach confidence, nor make a Target Group Company liable to pay a fee or royalty.
10.9 All Business IPR will be available for use by the Target Group immediately following Closing (and thereafter) on substantially the same basis and at no greater cost as they were made available immediately this Section 5 prior to Closingsuch employee or contractor providing any Services under this Agreement.
Appears in 1 contract
Sources: Independent Contractor Agreement
Intellectual Property Rights. 10.1 1. Nothing in this Agreement or any Order Form will transfer the ownership of any Intellectual Property Rights or patents or patents pending, whether pre-existing, created and/or developed by or on behalf of either party, its Affiliates or, in each case, their licensors, in performing this Agreement, an Order Form or otherwise, whether owned or created by third parties or otherwise.
2. The Disclosure Documents include completeCustomer grants to the Ricoh Parties a non-exclusive, accurate worldwide, royalty-free licence to use the Customer’s and/or its Affiliates’ (as applicable) Intellectual Property Rights (including data, patents and current details ofpatents pending) to the extent reasonably necessary for the performance of Ricoh’s obligations and/or receipt of the Ricoh Parties’ rights under this Agreement and/or an Order Form.
3. Ricoh or the applicable Ricoh Affiliate grants to the Customer a non-exclusive, worldwide, royalty-free licence to use the Deliverables in conjunction with the Products, Services and/or Cloud Services provided such use is for the purpose for which they are supplied for the term of this Agreement or the relevant Order Form.
4. Provided that Customer is not in breach of its payment obligations under this Agreement or an Order Form, Ricoh will indemnify the Customer against any direct loss, damage, cost or expense (including reasonable legal costs) that the Customer may incur, suffer or become liable for as a result of any claim that the receipt, use or possession by the Customer of the Ricoh Hardware, Ricoh Software, Ricoh Cloud and/or Deliverables in accordance with this Agreement, an Order Form and/or any applicable Software Licence or Additional Terms infringes the Intellectual Property Rights of a third party.
5. In the event of a claim that a Ricoh Product infringes or is alleged to infringe the Intellectual Property Rights of a third party:
(a) all Owned Business IPR the Customer will immediately notify Ricoh on becoming aware of such a claim and immediately cease using the relevant infringing Ricoh Product; and (b). Ricoh will (at Ricoh’s option):
(i) procure the rights necessary for the Customer to continue to receive, possess and use the relevant Ricoh Product (as the case may be); or
(ii) carry out such modification or replacement (provided the replacement affords substantially equivalent functionality) as may be necessary to make the Customer’s receipt, possession or use non-infringing; or
(iii) if the options in clauses 8.7(b)(i) and (ii) are not reasonably commercially viable (in Ricoh’s opinion acting reasonably), terminate the relevant Order Form (in whole or in part) and issue the Customer a pro-rata refund of Charges paid.
6. Ricoh will have no liability under clause 8.7 to the extent that the alleged infringement arises as a result of or in relation to:
(a) use of any of the Ricoh Products and/or Deliverables in combination with other software, materials, equipment, or services which are registered (including applications for registration)not supplied by Ricoh or any of its Affiliates;
(b) all Owned Business IPR which are unregistered;
(c) all Licensed Business IPR and licences, agreements and permissions relating to compliance with any specifications or licences provided by the Licensed Business IPR; and
(d) all Licensed Out IPR and all licences, agreements and permissions relating thereto.
10.2 All:
(a) Business IPR is either legally and beneficially owned solely by a Target Group Company or lawfully used with the consent of the owner under a written licence (details of which are set out in Disclosure Documents);
(b) Owned Business IPR is not subject to any Encumbrance Customer or any licence or authority in favour of another;
(c) Material Owned Business IPR are valid, subsisting and enforceable and nothing has been done, or not been done, as a result of which any of them has ceased or might cease to be valid, subsisting or enforceable and all renewal fees which are due and steps which are required for the maintenance and protection of all Material Owned Business IPR that is registered have been paid and taken;
(d) Material Owned Business IPR that is capable of registration and that a prudent businessman would have registered has been registered by a Target Group Company;
(e) licences relating to the Licensed Business IPR and Licensed Out IPR are in full force and effect, valid and binding, have been validly recorded or registered (where required), have been complied with in all material respects and no notice or intention to terminate those licences has been given, and no claims have been made and no applications are pending which if pursued or granted might be material to the accuracy of any of the above part of this warranty.
10.3 The Target Group does not require any Intellectual Property Rights in order to carry on its business as conducted in the 12 months prior to the date of this deed other than those rights which it is currently able to exercise, without restriction, in relation to the Intellectual Property Rights which it owns and which it is currently licensed under the licences of Licensed Business IPR detailed in the Disclosure Documents.
10.4 The Target Group is entitled to use all Licensed Business IPR under licence for all purposes necessary to carry on its business.
10.5 Other than pursuant to the licences of Licensed Out IPR, no Target Group Company has granted and is not obliged to grant any licence, sub-licence, Encumbrance or assignment in respect of any of the Owned Business IPR or the Licensed Business IPR.
10.6 All confidential information (including know-how and trade secrets) owned or used by the Target Group has been kept confidential and has not been disclosed to third parties (other than parties who have signed written confidentiality undertakings in respect of such information, details of which are set out in the Disclosure Letter).
10.7 No Target Group Company has in the past three (3) years received written notice or otherwise become aware (and no person has otherwise threatened or otherwise asserted any claim) of any person:
(a) asserting that the use of any Business IPR by, or the activities of, a member of the Target Group infringed, misappropriated or otherwise violated the Intellectual Property Rights or other rights of any third party, or
(b) challenging the ownership, use, validity, enforceability or registrability of any Owned Business IPR, Affiliates; or
(c) making alterations or amendments to any unauthorised use of or infringing any Business IPR, or breaching confidence, passing off or doing any actionable act of unfair competition in relation to the business or assets of any Target Group Company.
10.8 So far as each Management Warrantor is aware, none of the activities of, Ricoh Products or processes employed, Deliverables which are not made by or products, software on behalf of Ricoh or services dealt in, by the Target Group infringe the rights any of any third party or breach confidence, nor make a Target Group Company liable to pay a fee or royaltyits Affiliates.
10.9 All Business IPR will be available for use by the Target Group immediately following Closing (and thereafter) on substantially the same basis and at no greater cost as they were made available immediately prior to Closing.
Appears in 1 contract
Sources: Multi Service Offering Agreement
Intellectual Property Rights. 10.1 The Disclosure Documents include complete, accurate 7.1 All Intellectual Property Rights used by the Vendor in connection with the Business are in full force and current details of:
(a) all Owned Business IPR which effect and not subject to any application for cancellation or amendment or licence of right or compulsory licence and are registered (including applications for registration);
(b) all Owned Business IPR which are unregistered;
(c) all Licensed Business IPR and licences, agreements and permissions relating to the Licensed Business IPR; and
(d) all Licensed Out IPR and all licences, agreements and permissions relating thereto.
10.2 All:
(a) Business IPR is either legally vested in and beneficially owned solely by a Target Group Company the Vendor free from and clear of any restrictions or lawfully used with encumbrances and (where registration is possible) the consent Vendor is registered as proprietor thereof and none of the owner under a written licence (details of which are set out in Disclosure Documents);
(b) Owned Business IPR is not subject to any Encumbrance trade or any licence or authority in favour of another;
(c) Material Owned Business IPR are valid, subsisting and enforceable and nothing has been done, or not been done, as a result of which any of them has ceased or might cease to be valid, subsisting or enforceable and all renewal fees which are due and steps which are required for the maintenance and protection of all Material Owned Business IPR that is registered have been paid and taken;
(d) Material Owned Business IPR that is capable of registration and that a prudent businessman would have registered has been registered by a Target Group Company;
(e) licences relating to the Licensed Business IPR and Licensed Out IPR are in full force and effect, valid and binding, have been validly recorded or registered (where required), have been complied with in all material respects and no notice or intention to terminate those licences has been given, and no claims have been made and no applications are pending which if pursued or granted might be material to the accuracy of any of the above service marks forming part of this warranty.
10.3 The Target Group does not require any Intellectual Property Rights in order to carry on its business as conducted in the 12 months prior to the date of this deed other than those rights which it is currently able to exercise, without restriction, in relation to the Intellectual Property Rights which it owns and which it is currently licensed under associated with any trade or service marks held by a proprietor other than the licences of Licensed Vendor.
7.2 So far as the Warrantors are aware by carrying on the Business IPR detailed in the Disclosure Documentsordinary and usual course the Vendor does not infringe the Intellectual Property Rights of any other person.
10.4 7.3 The Target Group is entitled to use all Licensed Business IPR under licence for all purposes necessary to carry on its business.
10.5 Other than pursuant to the licences of Licensed Out IPR, no Target Group Company Vendor has not granted and is not obliged to grant any licence, sublicences under any Intellectual Property Rights owned by it or licensed to it or to furnish know-licence, Encumbrance how to any person.
7.4 The Vendor has not in relation to the Business been granted any licence or assignment right under or in respect of any Intellectual Property Rights of a third party and has not manufactured, sold, supplied or developed anything which is the subject of any such Intellectual Property Rights, whether presently existing or (to the knowledge of the Owned Warrantors) applied for and by carrying on the Business IPR in the ordinary course the Vendor is not and will not become liable to pay any royalty or the Licensed Business IPRlike fee.
10.6 All confidential information (including 7.5 No disclosure has been made to any person other than the Purchaser of any of the commercial or industrial know-how or the financial or trade secrets of the Vendor except properly and trade secrets) in the ordinary course of the Business and on the footing that such disclosure is to be treated as being of a confidential nature.
7.6 There has occurred no act, omission or event which would entitle any authority or person to cancel, forfeit or modify any Intellectual Property Rights owned or used by the Target Group has been kept confidential and has not been disclosed to third parties (other than parties who have signed written confidentiality undertakings in respect of such information, details of which are set out Vendor in the Disclosure Letter).
10.7 No Target Group Company has in the past three (3) years received written notice or otherwise become aware (and no person has otherwise threatened or otherwise asserted any claim) of any person:
(a) asserting that the use of any Business IPR by, or the activities of, a member ordinary course of the Target Group infringed, misappropriated Business and there is no litigation or otherwise violated other proceedings (whether legal or administrative) pending or threatened involving any of the Intellectual Property Rights or other rights any circumstance likely to give rise to any such proceeding and to the best of the information, knowledge and belief of the Warrantors no person has made any claim adverse to the continuing enjoyment by the Vendor of the Intellectual Property Rights.
7.7 Since the Accounts Date the Vendor has not sold or otherwise disposed of any third party, or
(b) challenging Intellectual Property Rights owned or used by it in the ownership, use, validity, enforceability or registrability ordinary course of any Owned Business IPR, or
(c) making any unauthorised use of or infringing any Business IPR, or breaching confidence, passing off or doing any actionable act of unfair competition in relation to the business or assets of any Target Group CompanyBusiness.
10.8 So far as each Management Warrantor is aware, none 7.8 There exists no actual or threatened infringement (including misuse of the activities of, confidential information) or processes employed, any event likely to constitute an infringement or products, software or services dealt in, breach by the Target Group infringe the rights of any third party of any of the Intellectual Property Rights held or breach confidence, nor make a Target Group Company liable to pay a fee or royaltyused by the Vendor in the Business within the past three years.
10.9 7.9 The Vendor does not use or otherwise carry on the Business under any name other than its corporate name.
7.10 All Business IPR will be available for use inventions made by any employees of the Vendor and used or enjoyed by the Target Group immediately following Closing (and thereafter) on substantially Vendor for the same basis and at no greater cost as they purposes of the Business were made available immediately prior in the course of the normal duties of the employee concerned and no claim for compensation under section 40 Patents Act 1977 or otherwise has been made against the Vendor nor to Closingthe best of the knowledge information and belief of the Warrantors are any such claims likely to be made.
7.11 All necessary back-up systems are utilised to ensure that in the event of any fault in any computer system used by the Vendor, no more than one day's data might be lost and no such faults have occurred in the last 12 months.
7.12 The Vendor has complied in all material respects with the provisions of the Data Protection Act 1984 and no order has been threatened against the Vendor for erasure of personal data under section 24(3) Data Protection ▇▇▇ ▇▇▇▇.
Appears in 1 contract
Sources: Agreement for the Sale and Purchase of the Goodwill Business and Assets (Unicomp Inc)
Intellectual Property Rights. 10.1 The Disclosure Documents include complete, accurate and current details of:
(a) The Company either owns or has sufficient right, title and interest in, or a valid and binding right under a Contract to (i) use all Owned Business IPR Company Intellectual Property without infringing the Intellectual Property rights of any Person, except as to patents and patent applications, as to which are registered the foregoing representation is made on the basis of Company’s knowledge. The Company has not been sued in any suit, action or proceeding, or received notice of any pending suit, action or proceeding, based on a claim that the Company is infringing any Intellectual Property of any other Person. The Company has title to the Company Intellectual Property that is owned by the Company, free and clear of Encumbrances (including applications for registrationother than Permitted Encumbrances);.
(b) all Owned Business IPR which are unregistered;
(c) all Licensed Business IPR and licences, agreements and permissions relating to To the Licensed Business IPR; and
(d) all Licensed Out IPR and all licences, agreements and permissions relating thereto.
10.2 All:
(a) Business IPR is either legally and beneficially owned solely by a Target Group Company or lawfully used with the consent knowledge of the owner under a written licence (details of which are set out in Disclosure Documents);
(b) Owned Business IPR is Company, the Company Intellectual Property has not subject to any Encumbrance been used or any licence or authority in favour of another;
(c) Material Owned Business IPR are valid, subsisting and enforceable and nothing has been doneenforced, or not been done, as a result of which any of them has ceased or might cease failed to be validused or enforced, subsisting in a manner that would result in the abandonment, cancellation or enforceable and all renewal fees which are due and steps which are unenforceability of the Company Intellectual Property. The Company has not taken any action it is prohibited from taking, or failed to take any action it is required to take, that would result in or provide any basis for a material default by, or a material reduction or dilution of the maintenance and protection of all Material Owned Business IPR that is registered have been paid and taken;
(d) Material Owned Business IPR that is capable of registration and that a prudent businessman would have registered has been registered by a Target Group Company;
(e) licences relating rights of, the Company pursuant to the Licensed Business IPR and Licensed Out IPR are in full force and effect, valid and binding, have been validly recorded or registered (where required), have been complied with in all material respects and no notice or intention to terminate those licences has been given, and no claims have been made and no applications are pending which if pursued or granted might be material to the accuracy of any of the above part of this warranty.
10.3 The Target Group does not require any Intellectual Property Rights in order to carry on its business as conducted in Material Contracts entered into by the 12 months prior to the date of this deed other than those rights which it is currently able to exercise, without restriction, in relation to the Intellectual Property Rights which it owns and which it is currently licensed under the licences of Licensed Business IPR detailed in the Disclosure Documents.
10.4 The Target Group is entitled to use all Licensed Business IPR under licence for all purposes necessary to carry on its business.
10.5 Other than pursuant to the licences of Licensed Out IPR, no Target Group Company has granted and is not obliged to grant any licence, sub-licence, Encumbrance or assignment in respect of any of the Owned Business IPR Company Intellectual Property and all such agreements and licences are in full force and effect and the proposed transaction will not require the consent or payment to any other parties to such Material Contracts.
(c) The Company has taken all reasonable actions necessary to maintain the Company Intellectual Property, including payment of applicable maintenance fees, filing of applicable statements of use, timely response to office actions and disclosure of any required information, and all assignments (and licenses where required) of the Company Intellectual Property have been duly recorded with the appropriate governmental authorities.
(d) The Company does not have knowledge of any violations or infringements of the Company Intellectual Property or any challenges to the enforceability of the Company Intellectual Property. None of the Company Intellectual Property has been adjudged invalid or unenforceable in whole or part.
(e) The Company Intellectual Property constitutes all the Intellectual Property necessary to conduct the business of the Company as presently conducted in all material respects, and upon consummation of the transactions contemplated by this Agreement, the Company shall have the valid right to use all licensed Company Intellectual Property and Company Intellectual Property owned by the Company to the same extent such licensed Company Intellectual Property and owned Company Intellectual Property are currently used in the business of the Company. The consummation of the transactions contemplated by this Agreement will not result in the creation of any Encumbrance (other than Permitted Encumbrances) with respect to any Company Intellectual Property.
(f) Each current and former employee, consultant, or independent contractor of the Company who is or was involved in, or who has contributed to, the creation or development of any Company Intellectual Property has executed and delivered (and to the Company’s knowledge, is in compliance with) an agreement which provides a valid written assignment to the Company of all title and rights to all such Intellectual Property. No third party has “moral rights” or rights to terminate any assignment or license with respect thereto which it has not waived in favour of the Company. Without limiting the foregoing, no current or former employee, consultant or independent contractor of the Company has any right, license, claim or interest whatsoever in or with respect to any of the Company Intellectual Property that it has not waived in favour of the Company.
(i) The Company has the right to use all trade secrets, customer lists, hardware designs, programming processes, databases, software and other information required for its products, services or its business as presently conducted or contemplated; (ii) the Company has taken reasonable measures to protect and preserve the security and confidentiality of its trade secrets and other confidential information; (iii) all employees and consultants of the Company involved in the design, review, evaluation, development, implementation or support of services or products of the Company or the Licensed Business IPRcreation or development of any Intellectual Property have executed nondisclosure and assignment of inventions agreements to protect the confidentiality of the Company’s trade secrets and other confidential information and to vest in the Company exclusive ownership of such Intellectual Property.
10.6 All confidential information (including know-how and trade secretsh) owned The Company has not granted any third party any exclusive rights to any of the Company Intellectual Property, or any exclusive right to sublicense any Company Intellectual Property rights.
(i) To the extent that any third party Intellectual Property is incorporated into, integrated or bundled with, or used by the Target Group Company in any of the Company’s products, the Company has been kept confidential and has not been disclosed to written agreements with such third parties with respect to all such Intellectual Property pursuant to which the Company: (a) has obtained complete, unencumbered and unrestricted ownership of, and are the exclusive owners of such Intellectual Property by operation of law or by valid assignment, or (b) has obtained perpetual, non terminable (other than parties who have signed written confidentiality undertakings in respect for breach) licenses, sufficient for the conduct of such information, details of which are set out in the Disclosure Letter).
10.7 No Target Group Company has in the past three (3) years received written notice or otherwise become aware (and no person has otherwise threatened or otherwise asserted any claim) of any person:
(a) asserting that the use of any Business IPR by, or the activities of, a member of the Target Group infringed, misappropriated or otherwise violated the Intellectual Property Rights or other rights of any third party, or
(b) challenging the ownership, use, validity, enforceability or registrability of any Owned Business IPR, or
(c) making any unauthorised use of or infringing any Business IPR, or breaching confidence, passing off or doing any actionable act of unfair competition in relation to the its business or assets of any Target Group Company.
10.8 So far as each Management Warrantor it is aware, none of the activities of, or processes employed, or products, software or services dealt in, now being conducted by the Target Group infringe the rights of any Company to all such third party or breach confidence, nor make a Target Group Company liable to pay a fee or royaltyIntellectual Property.
10.9 All Business IPR will be available for use by the Target Group immediately following Closing (and thereafter) on substantially the same basis and at no greater cost as they were made available immediately prior to Closing.
Appears in 1 contract
Intellectual Property Rights. 10.1 The Disclosure Documents include complete, accurate and current details of:
(a) The Company and the Subsidiaries have interests in or use the Intellectual Property disclosed in Section 2.18(a) of the Disclosure Schedule, each of which the Company or a Subsidiary either has all Owned Business IPR which right, title and interest in or a valid and binding rights under Contract to use. No other Intellectual Property is necessary in the conduct of the business of the Company or any Subsidiary. Except as disclosed in Section 2.18(a) of the Disclosure Schedule, no other rights in Intellectual Property used in the conduct of the business of the Company or any Subsidiary have been registered with or issued by any Governmental or Regulatory Authority. Except as disclosed in Section 2.18(a) of the Disclosure Schedule, (i) the Company or a Subsidiary has the exclusive right to use the Intellectual Property disclosed in Section 2.18(a) of the Disclosure Schedule, (ii) all registrations with and applications to Governmental or Regulatory Authorities in respect of such Intellectual Property are registered valid and in full force and effect and all Taxes to maintain their validity or effectiveness have been paid (including applications for registration);iii) there are no restrictions on the direct or indirect transfer of any Contract, or any interest therein, held by the Company or any Subsidiary in respect of such Intellectual Property, (iv) the Company and the Subsidiaries have taken reasonable security measures to protect the secrecy, confidentiality and value of their trade secrets, (v) neither the Company nor any Subsidiary is, or has received any notice that it is, in default (or with the giving of notice or lapse of time or both, would be in default) under any Contract to use such Intellectual Property and (vi) to the Knowledge of Seller, no such Intellectual Property is being infringed by any other Person. Neither Seller, the Company nor any Subsidiary has received notice that the Company or any Subsidiary is infringing any Intellectual Property of any other Person, no claim is pending or, to the Knowledge of Seller, has been made to such effect that has not been resolved and, to
(b) all Owned Business IPR which are unregistered;
(cExcept as disclosed in Section 2.18(b) all Licensed Business IPR and licences, agreements and permissions relating to the Licensed Business IPR; and
(d) all Licensed Out IPR and all licences, agreements and permissions relating thereto.
10.2 All:
(a) Business IPR is either legally and beneficially owned solely by a Target Group Company or lawfully used with the consent of the owner Disclosure Schedule, the Company has no obligation under a written licence (details of which are set out in Disclosure Documents);
(b) Owned Business IPR is not subject any agreement or other arrangement to compensate any Encumbrance or any licence or authority in favour of another;
(c) Material Owned Business IPR are valid, subsisting and enforceable and nothing has been done, or not been done, as a result of which any of them has ceased or might cease to be valid, subsisting or enforceable and all renewal fees which are due and steps which are required person for the maintenance and protection use of all Material Owned Business IPR that is registered have been paid and taken;
(d) Material Owned Business IPR that is capable of registration and that a prudent businessman would have registered has been registered by a Target Group Company;
(e) licences relating to the Licensed Business IPR and Licensed Out IPR are in full force and effect, valid and binding, have been validly recorded or registered (where required), have been complied with in all material respects and no notice or intention to terminate those licences has been given, and no claims have been made and no applications are pending which if pursued or granted might be material to the accuracy of any of the above part of this warranty.
10.3 The Target Group does not require any Intellectual Property Rights in order to carry on its business as conducted in the 12 months prior to the date of this deed other than those rights which it is currently able to exercise, without restriction, in relation to the Intellectual Property Rights which it owns and which it is currently licensed under the licences disclosed in Section 2.18(a) of Licensed Business IPR detailed in the Disclosure DocumentsSchedule.
10.4 The Target Group is entitled to use all Licensed Business IPR under licence for all purposes necessary to carry on its business.
10.5 Other than pursuant to the licences of Licensed Out IPR, no Target Group Company has granted and is not obliged to grant any licence, sub-licence, Encumbrance or assignment in respect of any of the Owned Business IPR or the Licensed Business IPR.
10.6 All confidential information (including know-how and trade secrets) owned or used by the Target Group has been kept confidential and has not been disclosed to third parties (other than parties who have signed written confidentiality undertakings in respect of such information, details of which are set out in the Disclosure Letter).
10.7 No Target Group Company has in the past three (3) years received written notice or otherwise become aware (and no person has otherwise threatened or otherwise asserted any claim) of any person:
(a) asserting that the use of any Business IPR by, or the activities of, a member of the Target Group infringed, misappropriated or otherwise violated the Intellectual Property Rights or other rights of any third party, or
(b) challenging the ownership, use, validity, enforceability or registrability of any Owned Business IPR, or
(c) making any unauthorised use of or infringing any Business IPR, or breaching confidence, passing off or doing any actionable act of unfair competition in relation to the business or assets of any Target Group Company.
10.8 So far as each Management Warrantor is aware, none of the activities of, or processes employed, or products, software or services dealt in, by the Target Group infringe the rights of any third party or breach confidence, nor make a Target Group Company liable to pay a fee or royalty.
10.9 All Business IPR will be available for use by the Target Group immediately following Closing (and thereafter) on substantially the same basis and at no greater cost as they were made available immediately prior to Closing.
Appears in 1 contract
Intellectual Property Rights. 10.1 The Disclosure Documents include complete9.1 If any claim, accurate and current details of:
(a) all Owned Business IPR which are demand, action or proceeding is brought against the Buyer for alleged infringement of any registered (including applications for registration);
(b) all Owned Business IPR which are unregistered;
(c) all Licensed Business IPR and licences, agreements and permissions relating to design or trade mark or trade name or copyright or letters patent ( the Licensed Business IPR; and
(d) all Licensed Out IPR and all licences, agreements and permissions relating thereto.
10.2 All:
(a) Business IPR is either legally and beneficially owned solely by a Target Group Company or lawfully used with the consent of the owner under a written licence (details specifications of which are set out in Disclosure Documents);
(b) Owned Business IPR is not subject to any Encumbrance or any licence or authority in favour of another;
(c) Material Owned Business IPR are valid, subsisting and enforceable and nothing has been done, or not been done, as a result of which any of them has ceased or might cease to be valid, subsisting or enforceable and all renewal fees which are due and steps which are required for the maintenance and protection of all Material Owned Business IPR that is registered have been paid and taken;
(d) Material Owned Business IPR that is capable of registration and that a prudent businessman would have registered has been registered by a Target Group Company;
(e) licences relating to the Licensed Business IPR and Licensed Out IPR are in full force and effect, valid and binding, have been validly recorded or registered (where required), have been complied with in all material respects and no notice or intention to terminate those licences has been given, and no claims have been made and no applications are pending which if pursued or granted might be material to the accuracy of any of the above part of this warranty.
10.3 The Target Group does not require any Intellectual Property Rights in order to carry on its business as conducted in the 12 months published prior to the date of this deed other than those rights which it is currently able to exercisethe Order) , without restriction, and provided that (a) the Buyer gives the Seller immediate notice in relation to the Intellectual Property Rights which it owns and which it is currently licensed under the licences of Licensed Business IPR detailed in the Disclosure Documents.
10.4 The Target Group is entitled to use all Licensed Business IPR under licence for all purposes necessary to carry on its business.
10.5 Other than pursuant to the licences of Licensed Out IPR, no Target Group Company has granted and is not obliged to grant any licence, sub-licence, Encumbrance or assignment in respect writing of any of such claim, demand, action or proceeding(b) permits the Owned Business IPR or Seller to answer the Licensed Business IPR.
10.6 All confidential information (including know-how claim and trade secrets) owned or used by the Target Group has been kept confidential and has not been disclosed to third parties (other than parties who have signed written confidentiality undertakings conduct all negotiations in respect of such claim and to defend the action or proceeding, (c) the Buyer gives the Seller (at the Seller’s cost and expense) all information, details assistance and authority required for those purposes and (d) does not by an act (including any admission or acknowledgment) or omission prejudice the conduct of such defence, then;
9.1.1 The Seller will at its own election either effect any settlement or compromise which are set out it deems reasonable or at its own costs and expense defend any such action or proceeding and if the Supplies or any part thereof is in such action or proceeding held to constitute infringement and is the Disclosure Letter)subject of an injunction restraining its use or any order providing for its delivery up or destruction, the Seller shall at its own election and costs and expense either;
(i) procure the Buyer the right to retain and continue to use the Supplies or part thereof; or
(ii) modify the Supplies or any thereof so that it becomes non-infringing; or
(iii) replace the Supplies or any part thereof with one that is non-infringing.
10.7 No Target Group Company has 9.2 The Seller’s obligations specified in clause 9.1 are subject to the past three (3) years received written notice or otherwise become aware (and no person has otherwise threatened or otherwise asserted any claim) of any personfollowing:
(a) asserting that 9.2.1 Any infringement or allegation thereof which is due to the Seller having followed a design or instruction furnished by the Buyer or based upon the use of any Business IPR by, the Supplies in a manner or for a purpose not reasonably within the activities of, a member contemplation of the Target Group infringedSeller or disclosed to the Seller prior to making the Contract or in combination with other goods or devices or services not made or supplied by the Seller; or
9.2.2 The Buyer entering into compromise or settlement in respect of such action or proceeding without the Seller’s prior consent in writing; or
9.2.3 Modification of the Supplies by the Buyer or a third party without the Seller’s prior written consent.
9.3 The Seller’s obligations specified in clause 9.1 shall expire two (2) years from the date of delivery of the Order.
9.4 Save as provided in Clause 9, misappropriated the Seller shall not be liable for any damage or otherwise violated losses incurred by the Intellectual Property Rights Buyer arising from the use or other rights non-use of any infringing Supplies or any part thereof.
9.5 If the Supplies are to be manufactured or any process is to be applied to the Supplies by the Seller in accordance with a specification submitted by the Buyer, the Buyer warrants that any design or instructions furnished or given by it shall not be such as will cause the Seller to infringe any third party’s intellectual property rights and shall indemnify the Seller against all loss, or
(b) challenging damages, costs and expenses awarded against or incurred by the ownership, use, validity, enforceability or registrability Seller in connection with the breach of any Owned Business IPR, or
(c) making any unauthorised use of or infringing any Business IPR, or breaching confidence, passing off or doing any actionable act of unfair competition in relation to the business or assets of any Target Group Companysuch warranty.
10.8 So far as each Management Warrantor is aware, none 9.6 The intellectual property rights owned by the Seller in respect of the activities ofSupplies shall remain the absolute property of the Seller and such designs and drawings, equipment or processes employed, any part thereof shall not be reproduced or products, software disclosed or services dealt in, allowed to be reproduced or disclosed by the Target Group infringe the rights of Buyer to any third party or breach confidence, nor make a Target Group Company liable to pay a fee or royaltywithout the Seller’s prior consent in writing.
10.9 All Business IPR will be available for use by the Target Group immediately following Closing (and thereafter) on substantially the same basis and at no greater cost as they were made available immediately prior to Closing.
Appears in 1 contract
Sources: Sales Contracts
Intellectual Property Rights. 10.1 The Disclosure Documents include complete, accurate and current details of:
(a) Section 7.7(a) of the Disclosure Schedule contains a complete and -------------- accurate list of all Owned Business IPR which are registered Intellectual Property that is Registered IP. All such Registered IP is currently in compliance with formal legal requirements (including applications for registrationpayment of filing, examination and maintenance fees and proofs of use);
(b) all Owned Business IPR which are unregistered;
(c) all Licensed Business IPR , is valid and licencesenforceable, agreements and permissions relating to the Licensed Business IPR; and
(d) all Licensed Out IPR and all licences, agreements and permissions relating thereto.
10.2 All:
(a) Business IPR is either legally and beneficially owned solely by a Target Group Company or lawfully used with the consent of the owner under a written licence (details of which are set out in Disclosure Documents);
(b) Owned Business IPR is not subject to any Encumbrance unpaid maintenance fees or taxes or actions falling due within ninety days after the Closing. There are no proceedings or actions known to Seller before any licence court, tribunal (including the United States Patent and Trademark Office or equivalent authority anywhere in favour the world) related to any such Registered IP. Seller has not claimed any status in the application for or registration of another;any Registered IP, including "small business status," that would, to the knowledge of Seller, not be applicable to Purchaser.
(b) Each item of Intellectual Property is free and clear of any Liens. Seller owns exclusively, and has good title to all works of authorship and all associated copyrights that are used or embodied in, the Intellectual Property.
(c) Material Owned Business IPR are valid, subsisting and enforceable and nothing To the extent that any Intellectual Property has been done, or not been done, as a result of which developed by any of them has ceased or might cease to be valid, subsisting or enforceable and all renewal fees which are due and steps which are required Person other than Seller for the maintenance benefit of Seller or for which Seller has, directly or indirectly, paid or provided consideration, Seller has a written agreement with such Person with respect thereto and protection Seller thereby has obtained ownership of, and is the exclusive owner of, all such Intellectual Property by operation of all Material Owned Business IPR that is registered have been paid and taken;law or by valid assignment to the maximum extent permitted under applicable law.
(d) Material Owned Business IPR To the extent that any item of Intellectual Property was originally owned or created by or for any third party, including any predecessor of Seller: (i) Seller has a written agreement with such third party or parties with respect thereto, pursuant to which Seller (X) has obtained ownership and is capable the exclusive owner of, all such Intellectual Property by valid assignment or otherwise, or (Y) has the right to grant to Purchaser the rights and licenses hereunder; (ii) the transfers and licenses from Seller to Purchaser hereunder do not violate such agreements; (iii) such third parties have not retained and do not have any rights or licenses with respect to the Intellectual Property ; and (iv) to the knowledge of registration and that a prudent businessman would have registered has been registered by a Target Group Company;Seller, no basis exists for such third party to challenge or object to this Agreement.
(e) licences relating Seller has the full and unencumbered right to assign and transfer to Purchaser all of Seller's rights in and under the Transferred Agreements, including any rights to the Licensed Business IPR Third Party Software, without incurring, or causing Purchaser to incur, any obligation to any third party, including any royalty obligations. True and Licensed Out IPR are in full force and effect, valid and binding, complete copies of the Transferred Agreements have been validly recorded or registered delivered to Purchaser.
(where required)f) Seller has not transferred ownership of, have been complied with in all material respects and no notice or intention to terminate those licences has been given, and no claims have been made and no applications are pending which if pursued or granted might be any license of or right to use, or authorized the retention of any rights to use, any item of Intellectual Property.
(g) The Intellectual Property constitutes all of the intellectual property of Seller related to, used in, or necessary to, the current operation of the Business.
(h) No government funding, facilities of a university, college, other educational institution or research center or funding from third parties was used in the development of the Intellectual Property. To the knowledge of Seller, no current or former employee, consultant or independent contractor of Seller, who was involved in, or who contributed to, the creation or development of any Intellectual Property, has performed services for the government, university, college, or other educational institution or research center during a period of time during which such employee, consultant or independent contractor was also performing services for Seller.
(i) Seller has the right to use, pursuant to valid licenses, all software development tools, library functions, compilers and all other third-party Software currently used by Seller that are material to the accuracy Business, or that are required to create, modify, compile, operate or support any Software that is Intellectual Property. Without limiting the foregoing, no open source or public library Software, including any version of any Software licensed pursuant to any GNU public license, was used in the development or modification of the above part of this warrantyany Software that is or was Intellectual Property.
10.3 The Target Group does not require (j) Other than "shrink-wrap" and similar widely available commercial end- user licenses, there are no contracts, licenses or agreements to which Seller is a party with respect to any Intellectual Property Rights in order Property.
(k) The Transferred Assets did not, do not, and if used to carry on its business as conducted in provide the 12 months prior products and services currently offered by Seller would not currently, (i) infringe or misappropriate the intellectual property of any Person, (ii) violate the rights of any Person (including rights to privacy or publicity), or (iii) constitute unfair competition or trade practices under the date laws of this deed any jurisdiction, and Seller has not received notice from any Person claiming that the Transferred Assets infringe or misappropriate the intellectual property of any Person or constitute unfair competition or trade practices under the laws of any jurisdiction (nor does Seller have knowledge of any basis therefor).
(l) No licenses or other than those consents are required from any third party to permit Purchaser to fully exploit the Transferred Assets and exercise all rights which it is currently able to exercise, without restriction, in relation with respect to the Intellectual Property Rights which it owns and which it is currently licensed under the licences of Licensed Business IPR detailed (subject in the Disclosure Documentscase of the Transferred Agreements to the fact that any exercise of rights thereunder is subject to the terms and conditions of such Transferred Agreements).
10.4 The Target Group (m) There are no contracts, licenses or agreements between Seller and any other Person with respect to the Transferred Assets, including the Intellectual Property, under which there is entitled any dispute or to use all Licensed Business IPR Seller's knowledge any threatened dispute (or, to the Seller's knowledge, any facts that may reasonably lead to a dispute) regarding the scope of such agreement or performance under licence for all purposes necessary to carry on its businesssuch agreement.
10.5 Other than pursuant (n) To the knowledge of Seller, no Person is infringing or misappropriating the Intellectual Property.
(o) Seller has taken reasonable steps that are required to protect Seller's rights in confidential information and trade secrets of Seller associated with or related to the licences Transferred Assets.
(p) No Intellectual Property or product, technology or service of Licensed Out IPRSeller is subject to any order, decree, action or proceeding that restricts, or that is reasonably expected to restrict in any manner, the use, transfer or license of any such Intellectual Property or product, technology or service, or that may restrict the validity, use or enforceability of such Intellectual Property.
(q) Except as set forth on Section 7.7(p) of the Disclosure Schedule, no Target Group Company -------------- third party possesses any copy of any source code to any Software that is Intellectual Property, and, as of the Closing Date, Seller shall have delivered to Purchaser all copies, and Seller shall not have retained any copy, of any source code to any Software that is Intellectual Property.
(r) The Seller has granted and is not obliged enforces a policy requiring each employee and consultant of the Seller to grant any licence, sub-licence, Encumbrance execute a proprietary rights and confidentiality agreement substantially in the form set forth in Schedule 7.7(r) (or assignment in respect an --------------- agreement containing similar provisions) and all current and former employees and consultants of the Seller who have created or modified any of the Owned Business IPR or Intellectual Property have executed such an agreement assigning all of such employees' and consultants' rights in and to the Licensed Business IPRIntellectual Property to the Seller.
10.6 All confidential information (including know-how and trade secretss) owned No Transferred Asset is subject to any proceeding or used by outstanding decree, order, judgment, agreement or stipulation that restricts in any manner the Target Group has been kept confidential and has not been disclosed to third parties (other than parties who have signed written confidentiality undertakings in respect use, transfer or licensing thereof or may affect the validity, use or enforceability of such information, details of which are set out in the Disclosure Letter)Transferred Assets.
10.7 No Target Group Company has (t) Seller is not required to make or accrue any royalty payment to any third party in connection with any of the past three Transferred Assets.
(3u) years received written notice Neither this Agreement nor the transactions contemplated by this Agreement, including the assignment to Purchaser, by operation of law or otherwise become aware (and no person has otherwise threatened or otherwise asserted any claim) otherwise, of any person:
contracts or agreements to which Seller is a party, will result in (ai) asserting that the use of Purchaser granting to any Business IPR third party any right to or with respect to any Intellectual Property owned by, or the activities oflicensed to, a member of the Target Group infringedPurchaser, misappropriated (ii) Purchaser being bound by, or otherwise violated the Intellectual Property Rights subject to, any non-compete or other rights restriction on the operation or scope of any third partyits businesses, or
(b) challenging the ownership, use, validity, enforceability or registrability of any Owned Business IPR, or
(c) making any unauthorised use of or infringing any Business IPR, or breaching confidence, passing off or doing any actionable act of unfair competition in relation to the business or assets of any Target Group Company.
10.8 So far as each Management Warrantor is aware, none of the activities of, or processes employed, or products, software or services dealt in, by the Target Group infringe the rights of any third party or breach confidence, nor make a Target Group Company liable to pay a fee or royalty.
10.9 All Business IPR will be available for use by the Target Group immediately following Closing (and thereafter) on substantially the same basis and at no greater cost as they were made available immediately prior to Closing.
Appears in 1 contract
Intellectual Property Rights. 10.1 7.1 Except as expressly provided for in this Agreement, the Licensor and/or its agents retain any and all right, title and interest in and to the Software and the System. This Agreement grants no additional express or implied license, right or interest in any Intellectual Property Right of Licensor to the Licensee. The Disclosure Documents include completeLicensee receives no rights to and will not sell, accurate assign, lease, market, transfer, encumber or suffer to exist any lien or security interest in the Software or the System.
7.2 All the Intellectual Property Rights and current details of:other rights subsisting or capable of subsisting in the licensee materials and the licensee data (and all modifications made thereto) shall belong to the Licensor.
(a) all Owned Business IPR which are registered (including applications 7.3 The Licensee shall permit the Licensor to use certain of the Licensee’ trade marks and the Licensee Materials on the System provided that the Licensor complies with any licence for registration);
(b) all Owned Business IPR which are unregistered;
(c) all Licensed Business IPR and licences, agreements and permissions use of the Licensee Intellectual Property and/or any guidelines relating to the Licensed Business IPR; and
(d) all Licensed Out IPR use of the Licensee Intellectual Property provided by the Licensee in writing from time to time. If the Licensee does not provide any such licence or guidelines to the Licensor, the Licensor shall have a non-exclusive and all licences, agreements and permissions relating theretonon-transferable licence to use such the Licensee Intellectual Property but only to the extent necessary to perform its obligations under this Agreement.
10.2 All:
(a) Business IPR 7.4 The Licensor agrees and acknowledges that all right, title and interest in the Licensee Intellectual Property is either legally owned by or licensed to and beneficially owned solely by a Target Group Company shall remain vested in or lawfully used with licensed to the Licensee, that all use of the same shall ensure to the benefit of the Licensee and that nothing contained in or undertaken pursuant to this agreement shall give the Licensor any right, title or interest in or to the same. The Licensor shall not use any the Licensee Intellectual Property without the prior written consent of the owner Licensee, and then solely for the purposes of performing its obligations under this agreement.
7.5 If any IP Claim is made against the Licensor, the Licensee or a written licence (details of which are set out client user, then the Licensor may, at its option and expense:
7.5.1 modify or amend the Software, System and/or Services or the infringing part thereof in Disclosure Documents)order to avoid any infringement;
(b) Owned Business IPR is not subject 7.5.2 procure for the Licensee and its client users the right to any Encumbrance continue using, developing, modifying or any licence maintaining the Software, System and/or the Services or authority infringing part thereof in favour accordance with the terms of anotherthis Agreement;
(c) Material Owned Business IPR are valid, subsisting and enforceable and nothing has been done, 7.5.3 substitute the Software or not been done, as a result infringing part of which any of them has ceased or might cease to be valid, subsisting or enforceable and all renewal fees which are due and steps which are required the Software with other software applications suitable for the maintenance Licensee’s and protection its Client Users’ purposes provided that, if the Licensor modifies or replaces the Software, System and/or Services, the modified or replacement Services must comply in full with the requirements of all Material Owned Business IPR that is registered have been paid this Agreement, including being of equivalent quality and taken;
(d) Material Owned Business IPR that is capable of registration and that a prudent businessman would have registered has been registered by a Target Group Company;
(e) licences relating functionality to the Licensed Business IPR original Software, System and/or Services and Licensed Out IPR are the Licensee shall have the same rights in full force and effect, valid and binding, have been validly recorded or registered (where required), have been complied with respect thereof as it has under this Agreement in all material respects and no notice or intention to terminate those licences has been given, and no claims have been made and no applications are pending which if pursued or granted might be material to the accuracy of any respect of the above part of this warrantyoriginal Software, System and/or Services.
10.3 The Target Group does not require 7.6 Nothing in this Agreement shall operate to assign or transfer any Intellectual Property Rights in order to carry on its business as conducted in from the 12 months prior Licensor to the date of this deed other than those rights which it is currently able to exerciseLicensee, without restriction, in relation or from the Licensee to the Intellectual Property Rights which it owns and which it is currently licensed under the licences of Licensed Business IPR detailed in the Disclosure Documents.
10.4 The Target Group is entitled to use all Licensed Business IPR under licence for all purposes necessary to carry on its business.
10.5 Other than pursuant to the licences of Licensed Out IPR, no Target Group Company has granted and is not obliged Licensor or to grant any licence, sub-licence, Encumbrance or assignment in respect of any of the Owned Business IPR or the Licensed Business IPR.
10.6 All confidential information (including know-how and trade secrets) owned or used by the Target Group has been kept confidential and has not been disclosed rights to third parties (other than parties who have signed written confidentiality undertakings in respect of such information, details of which are set out either party in the Disclosure Letter).
10.7 No Target Group Company has in the past three (3) years received written notice or otherwise become aware (and no person has otherwise threatened or otherwise asserted any claim) of any person:
(a) asserting that the use of any Business IPR by, or the activities of, a member of the Target Group infringed, misappropriated or otherwise violated the other’s Intellectual Property Rights or other rights of any third party, or
(b) challenging the ownership, use, validity, enforceability or registrability of any Owned Business IPR, or
(c) making any unauthorised use of or infringing any Business IPR, or breaching confidence, passing off or doing any actionable act of unfair competition in relation to the business or assets of any Target Group CompanyRights.
10.8 So far as each Management Warrantor is aware, none of the activities of, or processes employed, or products, software or services dealt in, by the Target Group infringe the rights of any third party or breach confidence, nor make a Target Group Company liable to pay a fee or royalty.
10.9 All Business IPR will be available for use by the Target Group immediately following Closing (and thereafter) on substantially the same basis and at no greater cost as they were made available immediately prior to Closing.
Appears in 1 contract
Intellectual Property Rights. 10.1 The Disclosure Documents include complete, accurate and current details of:
(a) all Owned Business IPR which are registered (including applications for registration);
(b) all Owned Business IPR which are unregistered;
(c) all Licensed Business IPR and licences, agreements and permissions relating to the Licensed Business IPR; and
(d) all Licensed Out IPR and all licences, agreements and permissions relating thereto.
10.2 All:
(a) Business IPR is either legally and beneficially owned solely by a Target Group Company or lawfully used with the consent Each of the owner under a written licence Borrowers and Subsidiaries owns or possesses adequate and valid rights to use all trademarks, trade names, service marks, service ▇▇▇▇ registrations, service names, patents, patent rights, copyrights, inventions, licenses, approvals, governmental authorizations, trade secrets and other intellectual property rights (details “Intellectual Property Rights”) that are necessary to conduct its respective businesses as now conducted, and such Intellectual Property Rights are free and clear of which all liens, encumbrances and defects other than Permitted Liens. No Borrower’s or Subsidiary’s Intellectual Property Rights have expired or terminated, or are set out in Disclosure Documents);
expected to expire or terminate within five (b5) Owned Business IPR is not subject to any Encumbrance years from the First Closing Date. Except as described on Schedule 7.12, (i) none of the Borrowers or any licence of their Subsidiaries has any knowledge of any infringement, misappropriation, dilution or authority in favour of another;
(c) Material Owned Business IPR are valid, subsisting and enforceable and nothing has been done, or not been done, as a result of which any of them has ceased or might cease to be valid, subsisting or enforceable and all renewal fees which are due and steps which are required for the maintenance and protection of all Material Owned Business IPR that is registered have been paid and taken;
(d) Material Owned Business IPR that is capable of registration and that a prudent businessman would have registered has been registered other violation by a Target Group Company;
(e) licences relating to the Licensed Business IPR and Licensed Out IPR are in full force and effect, valid and binding, have been validly recorded or registered (where required), have been complied with in all material respects and no notice or intention to terminate those licences has been given, and no claims have been made and no applications are pending which if pursued or granted might be material to the accuracy of any of the above part Borrowers or any of this warranty.
10.3 The Target Group does not require any their Subsidiaries of Intellectual Property Rights in order to carry on its business as conducted in of other Persons; (ii) none of the 12 months prior to the date Borrowers or any of this deed their Subsidiaries has any knowledge of any infringement, misappropriation, dilution or other than those rights which it is currently able to exercise, without restriction, in relation to violation by any other Persons of the Intellectual Property Rights which it owns and which it of the Borrowers or any of their Subsidiaries; (iii) there is currently licensed under the licences of Licensed Business IPR detailed in the Disclosure Documents.
10.4 The Target Group is entitled to use all Licensed Business IPR under licence for all purposes necessary to carry on its business.
10.5 Other than pursuant no claim, action or proceeding pending or, to the licences knowledge of Licensed Out IPReach of the Borrowers, no Target Group Company has granted and is not obliged to grant any licencethreatened in writing, sub-licence, Encumbrance or assignment in respect of against any of the Owned Business IPR Borrowers or the Licensed Business IPR.
10.6 All confidential information (including know-how and trade secrets) owned any of their Subsidiaries regarding its Intellectual Property Rights or used by the Target Group has been kept confidential and has not been disclosed to third parties (other than parties who have signed written confidentiality undertakings in respect of such information, details of which are set out in the Disclosure Letter).
10.7 No Target Group Company has in the past three (3) years received written notice or otherwise become aware (and no person has otherwise threatened or otherwise asserted any claim) of any person:
(a) asserting that the use of any Business IPR by, or the activities of, a member of the Target Group infringed, misappropriated or otherwise violated the Intellectual Property Rights or of other rights of any third party, or
Persons; and (biv) challenging the ownership, use, validity, enforceability or registrability of any Owned Business IPR, or
(c) making any unauthorised use of or infringing any Business IPR, or breaching confidence, passing off or doing any actionable act of unfair competition in relation to the business or assets of any Target Group Company.
10.8 So far as each Management Warrantor is aware, none of the activities of, Borrowers or processes employed, or products, software or services dealt in, by the Target Group infringe the rights Subsidiaries is aware of any third party facts or breach confidencecircumstances which might give rise to any of the foregoing infringements or claims, nor make a Target Group Company liable actions or proceedings. Each of the Borrowers and the Subsidiaries has taken and is taking commercially reasonable security measures, consistent with industry standards, to pay a fee or royaltymaintain and protect the secrecy, confidentiality and value of its Intellectual Property Rights.
10.9 All Business IPR will be available for use by the Target Group immediately following Closing (and thereafter) on substantially the same basis and at no greater cost as they were made available immediately prior to Closing.
Appears in 1 contract
Intellectual Property Rights. 10.1 The Disclosure Borrower and its Subsidiaries own, possess or can acquire on reasonable terms sufficient trademarks, trade names, patent rights, copyrights, domain names, licenses, approvals, trade secrets and other similar rights (collectively, “Intellectual Property Rights”) reasonably necessary to conduct their businesses as now conducted; except to the extent failure to own, possess or acquire such Intellectual Property Rights would reasonably be expected to result in a Material Adverse Effect. Neither the Borrower nor any of its Subsidiaries has received any notice of infringement or conflict with asserted Intellectual Property Rights of others. Except as disclosed in the SEC Documents include completeor as would not be reasonably likely to result, accurate and current details of:
individually or in the aggregate, in a Material Adverse Effect, (a) all Owned Business IPR which are registered (including applications for registration);
(b) all Owned Business IPR which are unregistered;
(c) all Licensed Business IPR and licences, agreements and permissions relating to the Licensed Business IPR; and
(d) all Licensed Out IPR and all licencesBorrower’s knowledge, agreements and permissions relating thereto.
10.2 All:
(a) Business IPR there is either legally and beneficially owned solely no infringement, misappropriation or violation by a Target Group Company or lawfully used with the consent of the owner under a written licence (details of which are set out in Disclosure Documents);
(b) Owned Business IPR is not subject to any Encumbrance or any licence or authority in favour of another;
(c) Material Owned Business IPR are valid, subsisting and enforceable and nothing has been done, or not been done, as a result of which any of them has ceased or might cease to be valid, subsisting or enforceable and all renewal fees which are due and steps which are required for the maintenance and protection of all Material Owned Business IPR that is registered have been paid and taken;
(d) Material Owned Business IPR that is capable of registration and that a prudent businessman would have registered has been registered by a Target Group Company;
(e) licences relating to the Licensed Business IPR and Licensed Out IPR are in full force and effect, valid and binding, have been validly recorded or registered (where required), have been complied with in all material respects and no notice or intention to terminate those licences has been given, and no claims have been made and no applications are pending which if pursued or granted might be material to the accuracy third parties of any of the above part of this warranty.
10.3 The Target Group does not require any Intellectual Property Rights in order to carry on its business as conducted in owned by the 12 months prior Borrower; (b) there is no pending or, to the date Borrower’s knowledge, threatened action, suit, proceeding, investigation, inquiry or claim by others challenging the rights of this deed other than those rights which it is currently able the Borrower and its Subsidiaries in or to exercise, without restriction, in relation to any such Intellectual Property Rights; (c) the Intellectual Property Rights which it owns owned by the Borrower and which it is currently licensed under the licences of Licensed Business IPR detailed in the Disclosure Documents.
10.4 The Target Group is entitled to use all Licensed Business IPR under licence for all purposes necessary to carry on its business.
10.5 Other than pursuant Subsidiaries and, to the licences Borrower’s knowledge, the Intellectual Property Rights licensed to the Borrower and its Subsidiaries have not been adjudged by a court of Licensed Out IPRcompetent jurisdiction invalid or unenforceable, in whole or in part, and there is no Target Group Company has granted and is not obliged pending or, to grant any licencethe Borrower’s knowledge, sub-licencethreatened action, Encumbrance suit, proceeding or assignment in respect claim by others challenging the validity or scope of any of such Intellectual Property Rights; and (d) there is no pending or, to the Owned Business IPR Borrower’s knowledge, threatened action, suit, proceeding or claim by others that the Licensed Business IPR.
10.6 All confidential information (including know-how and trade secrets) owned Borrower or used by the Target Group has been kept confidential and has not been disclosed to third parties (other than parties who have signed written confidentiality undertakings in respect of such informationits Subsidiaries infringe, details of which are set out in the Disclosure Letter).
10.7 No Target Group Company has in the past three (3) years received written notice misappropriate or otherwise become aware (and no person has otherwise threatened or otherwise asserted violate any claim) of any person:
(a) asserting that the use of any Business IPR by, or the activities of, a member of the Target Group infringed, misappropriated or otherwise violated the Intellectual Property Rights or other proprietary rights of others, and the Borrower and its Subsidiaries have not received any third party, or
(b) challenging the ownership, use, validity, enforceability or registrability written notice of any Owned Business IPR, or
(c) making any unauthorised use of or infringing any Business IPR, or breaching confidence, passing off or doing any actionable act of unfair competition in relation to the business or assets of any Target Group Companysuch claim.
10.8 So far as each Management Warrantor is aware, none of the activities of, or processes employed, or products, software or services dealt in, by the Target Group infringe the rights of any third party or breach confidence, nor make a Target Group Company liable to pay a fee or royalty.
10.9 All Business IPR will be available for use by the Target Group immediately following Closing (and thereafter) on substantially the same basis and at no greater cost as they were made available immediately prior to Closing.
Appears in 1 contract
Intellectual Property Rights. 10.1 The Disclosure Documents include complete, accurate and current details of:
(a) Except for Third Party Intellectual Property, Sellers Collectively own all Owned Business IPR right, title and interest in, and has legally enforceable rights to exclusively use and exploit without limitation, all Acquired Intellectual Property they are transferring to Buyer hereunder, free and clear of all Encumbrances except Permitted Encumbrances. Except for Third Party Intellectual Property, no Person other than Sellers has any right, claim or interest in or with respect to any such Acquired Intellectual Property. With respect to all Third Party Intellectual Property which is included in the Acquired Intellectual Property, Sellers have obtained legally enforceable rights to use such assets in the manner in which they are registered (including applications for registration);
(b) all Owned Business IPR which currently used, or are unregistered;
(c) all Licensed Business IPR and licencesreasonably contemplated to be used, agreements and permissions relating with respect to the Licensed Business IPR; and
(d) all Licensed Out IPR and all licencesBusiness. There is no unauthorized use, agreements and permissions relating thereto.
10.2 All:
(a) Business IPR is either legally and beneficially owned solely by a Target Group Company disclosure or lawfully used with the consent misappropriation of the owner under a written licence (details Acquired Intellectual Property by any Seller, director, officer or employee of which any Seller or, to each Seller’s Knowledge, by any former employee or consultant of each respective Seller or any other third party. There are set out in Disclosure Documents);
(b) Owned Business IPR is not subject no royalties, fees or other payments payable by any Seller to any Encumbrance third party under any written or any licence oral contract or authority in favour understanding by reason of another;
(c) Material Owned Business IPR are valid, subsisting and enforceable and nothing has been done, or not been done, as a result of which any of them has ceased or might cease to be valid, subsisting or enforceable and all renewal fees which are due and steps which are required for the maintenance and protection of all Material Owned Business IPR that is registered have been paid and taken;
(d) Material Owned Business IPR that is capable of registration and that a prudent businessman would have registered has been registered by a Target Group Company;
(e) licences relating to the Licensed Business IPR and Licensed Out IPR are in full force and effect, valid and binding, have been validly recorded or registered (where required), have been complied with in all material respects and no notice or intention to terminate those licences has been given, and no claims have been made and no applications are pending which if pursued or granted might be material to the accuracy of any of the above part of this warranty.
10.3 The Target Group does not require any Intellectual Property Rights in order to carry on its business as conducted in the 12 months prior to the date of this deed other than those rights which it is currently able to exercise, without restriction, in relation to the Intellectual Property Rights which it owns and which it is currently licensed under the licences of Licensed Business IPR detailed in the Disclosure Documents.
10.4 The Target Group is entitled to use all Licensed Business IPR under licence for all purposes necessary to carry on its business.
10.5 Other than pursuant to the licences of Licensed Out IPR, no Target Group Company has granted and is not obliged to grant any licence, sub-licence, Encumbrance or assignment in respect of any of the Owned Business IPR or the Licensed Business IPR.
10.6 All confidential information (including know-how and trade secrets) owned or used by the Target Group has been kept confidential and has not been disclosed to third parties (other than parties who have signed written confidentiality undertakings in respect of such information, details of which are set out in the Disclosure Letter).
10.7 No Target Group Company has in the past three (3) years received written notice or otherwise become aware (and no person has otherwise threatened or otherwise asserted any claim) of any person:
(a) asserting that the use of any Business IPR by, or the activities of, a member of the Target Group infringed, misappropriated or otherwise violated the Intellectual Property Rights or other rights of any third party, or
(b) challenging the ownership, use, sale or disposition of the Acquired Intellectual Property. Immediately after the Closing, Buyer will own all of the Acquired Intellectual Property (except for Third Party Intellectual Property), free and clear of all Encumbrances other than Permitted Encumbrances.
(b) Schedule 2.1(a) lists all Intellectual Property used in the Business or reasonably necessary to conduct the Business as presently conducted (except “off the shelf” or other Software widely available through regular commercial distribution channels), including:
(i) all Patents, Trademarks, and registered Copyrights, including the jurisdictions in which each such Patent, Trademark or registered Copyright has been issued, granted, certified, or registered or in which any such application for such issuance, grant, certificate, or registration has been filed and the applicable Product to which it applies;
(ii) the following agreements relating to each of Product of Sellers (as categorized by the respective Product) or Acquired Intellectual Property: all (A) licenses, sublicenses, development agreements, manufacturing agreements, distribution agreements, agency agreements, commission agreements, options, rights (including marketing rights), and other agreements to which any Seller is a party and pursuant to which any third party is authorized to make, have made, sell, offer to sell, import, copy, make derivative works, distribute copies, perform works publicly, display works publicly, disclose trade secrets related to any Products or its manufacture, development, reproduce, market, solicit orders for, sell, import, lease, otherwise dispose of or exploit any Products; (B) any exclusive licenses or exclusive rights of Acquired Intellectual Property to or from any Seller; (C) agreements pursuant to which the amounts actually paid or payable under firm commitments to any Seller are $25,000 or more; (D) joint development agreements; (E) any agreement by which any Seller grants any ownership right to any Acquired Intellectual Property; (F) any order relating to Acquired Intellectual Property; (G) any option relating to any Acquired Intellectual Property; (H) agreements with Governmental Entities, universities, research institutions or other third parties pursuant to which Sellers have obtained or provided funding for research and development activities; (I) agreements pursuant to which any party is or may be granted any rights to access source code or to use source code of any Products; (J) Acquired Intellectual Property that is jointly owned by any Seller (or both Sellers jointly) and any third party and any agreement regarding ownership, licensing, or enforcement of rights under such jointly-owned Acquired Intellectual Property; and (K) agreements, memberships, or registrations to which any Seller is a party, member, lobbyist, or advocate related to any standard setting body, committee, or organization; and
(iii) all licenses, sublicenses and other agreements to which any Seller is a party and pursuant to which such Seller is authorized to use any Intellectual Property owned by any third party (“Third Party Intellectual Property”), and also lists any such licenses, sublicenses and other agreements which will not assignable to Buyer in the transactions contemplated herein.
(c) No Seller is in breach of any license, sublicense or other agreement relating to the Acquired Intellectual Property. Neither the execution, delivery or performance of this Agreement or any of the Transaction Documents, nor the consummation of the transactions contemplated hereby will contravene, conflict with or result in an infringement on Buyer’s right to own or use any Acquired Intellectual Property, including any licenses, sublicenses and other agreements to which any Seller is a party and pursuant to which such Seller is authorized to use in the Business any Acquired Intellectual Property owned by any third party.
(d) With respect to the Acquired Intellectual Property, (i) no action or suit, equitable or legal, to which any Seller is a party, nor any administrative, arbitration or other proceeding pending or, to each Seller’s Knowledge, threatened, nor has any claim, allegation, notice or statement been made, which challenges the legality, validity, enforceability or registrability use by any Seller of such Acquired Intellectual Property, and (ii) all maintenance, annuity and other fees have been fully paid and all filings have been properly made, in each case in a timely manner.
(e) All governmental registrations of Acquired Intellectual Property that are owned or controlled by any Seller are valid and subsisting. The operation of the Business as presently conducted and as reasonably contemplated to be conducted does not infringe or conflict with, nor, to each Seller’s Knowledge, has it ever infringed or conflicted with, any Intellectual Property right of any Owned Business IPRPerson. To each Seller’s Knowledge, orno other Person is infringing, misappropriating or making any unlawful use of, and no Intellectual Property right of any Person infringes or conflicts with, any Acquired Intellectual Property. No Seller has received any notice or other communication (in writing or otherwise) that Seller (in connection with the Business) or any of the Acquired Intellectual Property has infringed upon, misappropriated or made unlawful use of any proprietary asset owned or used by any other Person.
(cf) making any unauthorised use The execution, delivery and performance by Sellers of or infringing any Business IPRthis Agreement, or breaching confidence, passing off or doing any actionable act of unfair competition in relation to and the business or assets of any Target Group Company.
10.8 So far as each Management Warrantor is aware, none consummation of the activities of, transactions contemplated hereby will not give rise to any Encumbrance affecting the Acquired Intellectual Property or processes employed, or products, software or services dealt in, by the Target Group infringe the rights any right of any third party to terminate, impair or breach confidence, nor make a Target Group Company liable alter any of Sellers’ rights in and to pay a fee or royaltyany Acquired Intellectual Property.
10.9 All Business IPR will be available for use by the Target Group immediately following Closing (and thereafter) on substantially the same basis and at no greater cost as they were made available immediately prior to Closing.
Appears in 1 contract
Intellectual Property Rights. 10.1 The Disclosure Documents include complete, accurate and current details of:
(a) all Owned Business IPR which are registered Neither the conduct of the UCI Businesses nor any of the Music Assets infringe upon, misappropriate or otherwise violate Rights of any other Person, except for any such infringement, misappropriation or other violation that would not have, individually or in the aggregate, a Material Adverse Effect. None of the Acquired Companies has received, in the past two (including applications for registration);
(b2) all Owned Business IPR which are unregistered;
(c) all Licensed Business IPR and licencesyears, agreements and permissions any written charge, complaint, action, demand or notice alleging any infringement, misappropriation or other violation by an Acquired Company or otherwise relating to the Licensed Business IPR; and
UCI Businesses (d) all Licensed Out IPR and all licences, agreements and permissions relating thereto.
10.2 All:
(a) Business IPR is either legally and beneficially owned solely by a Target Group including any claim that an Acquired Company must license or lawfully used with the consent of the owner under a written licence (details of which are set out in Disclosure Documents);
(b) refrain from using any UCI Owned Business IPR is not subject to any Encumbrance or any licence or authority in favour of another;
(c) Material Owned Business IPR are valid, subsisting and enforceable and nothing has been done, or not been done, as a result of which any of them has ceased or might cease to be valid, subsisting or enforceable and all renewal fees which are due and steps which are required for the maintenance and protection of all Material Owned Business IPR that is registered have been paid and taken;
(d) Material Owned Business IPR that is capable of registration and that a prudent businessman would have registered has been registered by a Target Group Company;
(e) licences relating to the Licensed Business IPR and Licensed Out IPR are in full force and effect, valid and binding, have been validly recorded or registered (where required), have been complied with in all material respects and no notice or intention to terminate those licences has been given, and no claims have been made and no applications are pending which if pursued or granted might be material to the accuracy of any of the above part of this warranty.
10.3 The Target Group does not require any Intellectual Property Rights in order to carry on its business as conducted in the 12 months prior to the date of this deed other than those rights which it is currently able to exercise, without restriction, in relation to the or UCI Licensed Intellectual Property Rights which it owns and which it is currently licensed under the licences of Licensed Business IPR detailed in the Disclosure Documents.
10.4 The Target Group is entitled to use all Licensed Business IPR under licence for all purposes necessary to carry on its business.
10.5 Other than pursuant to the licences of Licensed Out IPR, no Target Group Company has granted and is not obliged to grant any licence, sub-licence, Encumbrance or assignment in respect of any of the Owned Business IPR or the Licensed Business IPR.
10.6 All confidential information (including know-how and trade secretsother Person) owned or used by the Target Group has been kept confidential and that has not been disclosed to third parties (settled or otherwise fully resolved, except for any such infringement, misappropriation or other than parties who have signed written confidentiality undertakings in respect of such informationviolation that would not have, details of which are set out individually or in the Disclosure Letter).
10.7 No Target Group Company has in the past three (3) years received written notice or otherwise become aware (and no person has otherwise threatened or otherwise asserted any claim) of any person:
(a) asserting that the use of any Business IPR by, or the activities ofaggregate, a member of the Target Group Material Adverse Effect. No other Person has infringed, misappropriated or otherwise violated the any UCI Owned Intellectual Property Rights, UCI Licensed Intellectual Property Rights or other rights of Intellectual Property Rights related to the UCI Businesses, except for any third partysuch infringement, ormisappropriation or other violation that would not have, individually or in the aggregate, a Material Adverse Effect.
(b) challenging Except as would not have, individually or in the ownershipaggregate, usea Material Adverse Effect, validitythe UCI Licensed Intellectual Property Rights and the UCI Owned Intellectual Property Rights together constitute all the Intellectual Property Rights necessary, enforceability used or registrability held for use solely in the conduct of the UCI Businesses. The consummation of the Transactions shall not alter, impair or extinguish any UCI Owned Business IPRIntellectual Property Rights or UCI Licensed Intellectual Property Rights, orother than such alterations, impairments or extinguishments that would not have, individually or in the aggregate, a Material Adverse Effect. Section 3.16(b)(i) of the Seller Disclosure Letter sets forth a list of all registered (including registration applications) and material unregistered trademarks and service marks used or held for use in the conduct of the UCI Businesses, including the registration/application number, the class(es) registered/applied for, all jurisdictions in which each such ▇▇▇▇ is registered/applied for, and the owner of record of such registration, application or ▇▇▇▇. Section 3.16(b)(ii) of the Seller Disclosure Letter sets forth a list of all Internet domain names used or held for use in the conduct of the UCI Businesses and the registered owner of each of such Internet domain names. As of the Closing Date, the Acquired Companies are the registered owners of, or have properly filed with applicable governmental and other agencies or Persons to become the registered owners of, all registrations and applications listed on Section 3.16(b)(i) and Section 3.16(b)(ii) of the Seller Disclosure Letter.
(c) making any unauthorised use of or infringing any Business IPR, or breaching confidence, passing off or doing any actionable act of unfair competition in relation The Acquired Companies own valid claims to the business or assets of any Target Group Company.
10.8 So far as each Management Warrantor is aware, none Copyrights in all of the activities ofOwned Acquired Company Masters and Owned Acquired Company Compositions, and, with respect to the Selected Artists and the Selected Compositions, such claims to Copyrights are for the full term of the worldwide Copyrights and all renewals, extensions, reversions and restorations thereof, (other than where an author (or processes employeda statutory successor to an author, or productsincluding, software or services dealt inwithout limitation, by those successors (each, a “Successor”) set forth in Section 3.04(a)(i)(C) of the Target Group infringe U.S. Copyright Act of 1976, as amended (the “Act”)) obtains a reversion of the rights of the Acquired Companies in or to such renewals, extensions, reversions or restorations pursuant to Sections 203 or 304(c) or (d) of the Act or similar foreign law or where future legislation or case law results in a reversion to an author (or a Successor) of the rights of the Acquired Companies with respect to such renewals, extensions, reversions or restorations), and the Acquired Companies have obtained valid and effective written licenses, under Copyright and otherwise, to administer and exploit the Licensed Acquired Company Masters and Administered Acquired Company Compositions, except where the failure to own any third party such claim or breach confidencelicense would not have a Material Adverse Effect. There has been no act or omission by Seller, nor make any of Seller’s Affiliates and/or any of the Acquired Companies that would, destroy or impair Copyright protection of any of the Music Assets, which destruction or impairment would have, individually or in the aggregate, a Target Group Company liable to pay a fee or royaltyMaterial Adverse Effect.
10.9 All Business IPR will be available for use by the Target Group immediately following Closing (and thereafter) on substantially the same basis and at no greater cost as they were made available immediately prior to Closing.
Appears in 1 contract
Intellectual Property Rights. 10.1 The Disclosure Documents include completeTo Sellers’ Knowledge, accurate a Group Company owns, or has valid licenses or other agreements to use, the Intellectual Property Rights used or held for use by the Group Companies, free and current details of:
clear of all security interests other than as described in Appendix 7.10 (a) ). The products manufactured and sold and services provided by the Group Companies do not, to Sellers’ Knowledge, infringe or otherwise misuse the Intellectual Property Rights of any third parties.
Appendix 1. 46 contains a complete and accurate list of all Owned Business IPR which are registered (including applications for Registered IP. All registration);
(b) , renewal and maintenance and other official fees due in respect of all Owned Business IPR which are unregistered;
(c) all Licensed Business IPR and licencesRegistered IP have been paid in full. All Registered IP is, agreements and permissions relating to the Licensed Business IPR; and
(d) extent registered and granted, owned solely by, and is registered or applied for in the sole name of, a Group Company. To Sellers’ Knowledge all Licensed Out IPR Registered IP that is granted, is valid and all licencesenforceable and there has been no act or omission by such Group Company that would jeopardize its validity, agreements and permissions relating thereto.
10.2 All:
(a) Business IPR is either subsistence or enforceability. All Intellectual Property Rights are legally and beneficially owned solely or used by a Target Group Company and are free from any encumbrances, except as described in Appendix 7.10 (a). The use of the Business IP and Business Information does not, to Sellers’ Knowledge, infringe or otherwise misuse the Intellectual Property Rights of any third party. Neither a Group Company nor Sellers have received any notice of any claim or a threat of any claim, from any third party, and no third party claims are pending, challenging the right to use the Business IP or Business Information or alleging any violation, infringement, misuse or misappropriation by a Group Company, of Intellectual Property Rights or indicating that the failure to take a licence under any Intellectual Property Rights would result in any such claim. Appendix 7.10 (b) contains a complete list of all licences granted under the Business IP by the Group Companies to third parties (“Licences Out”) and all licences under Intellectual Property Rights granted to any Group Company by third parties (“Licences In”). The Group Companies have fully and duly made all royalty and other payments under any of the Licences In (except where failure to make such payments would not constitute a breach of contract) and have to all material extent received all of the licence fees, royalties and other payments due and payable under any of the Licences Out, if any. To Sellers’ Knowledge, there has been no uncured material breaches by any party of any of the terms of any of the Licences In or the Licences Out. To Sellers’ Knowledge, none of the Licences In or Licences Out is terminable by reason of the transaction contemplated by this Agreement (other than due to a possible change of control provision in such Licenses In or Licenses Out). Where any Licence In or Licence Out depends for its validity and enforceability upon its registration with relevant authorities in any relevant jurisdiction, such registration has, to Sellers’ Knowledge, been carried out. Except as set forth in Appendix 7.10 (a), none of the Business IP was generated by employees or former employees of any Group Company, consultants, university professors or other university employees or research students or other third parties under circumstances in which the generator is entitled to payment in respect of the use or exploitation of the Business IP by any Group Company or lawfully used with the consent has a pre-emption right over any of the owner Registered IP. A Group Company owns the Intellectual Property Rights in all of the Software (except any that is commercially available off the shelf) used by the Group Companies or has access to the source code of such Software and has a free right to modify the Software. None of the Software developed by or for a Group Company is based on open source software under terms which require the Group Company or the developer to disclose the source code of such developed Software to the general public. The Hardware is either owned or leased by, and is under the control of, a written licence (details of which are set out in Disclosure Documents);
(b) Owned Business IPR Group Company and is not subject to any Encumbrance or any licence or authority encumbrance except as set forth in favour of another;
Appendix 7.10 (c) Material Owned Business IPR are valid, subsisting a). All material Hardware is functioning properly and enforceable and nothing has been done, or not been done, as a result of which any of them has ceased or might cease to be valid, subsisting or enforceable and all renewal fees which are due and steps which are required for the maintenance and protection of all Material Owned Business IPR that is registered have been paid and taken;
(d) Material Owned Business IPR that is capable of registration and that a prudent businessman would have registered has been registered by a Target Group Company;
(e) licences relating to the Licensed Business IPR and Licensed Out IPR are in full force and effect, valid and binding, have been validly recorded or registered (where required), have been complied with accordance in all material respects and no notice or intention with all applicable specifications, has not materially failed to terminate those licences has been given, and no claims have been made and no applications are pending which if pursued or granted might be material to the accuracy of any of the above part of this warranty.
10.3 The Target Group does not require any Intellectual Property Rights in order to carry on its business as conducted function in the last 12 months prior months, to the date of this deed other than those rights which it is currently able to exercise, without restriction, in relation to the Intellectual Property Rights which it owns and which it is currently licensed under the licences of Licensed Business IPR detailed in the Disclosure Documents.
10.4 The Target Group is entitled to use all Licensed Business IPR under licence for all purposes necessary to carry on its business.
10.5 Other than pursuant to the licences of Licensed Out IPR, no Target Group Company has granted and Sellers’ Knowledge is not obliged to grant infected with any licence, sub-licence, Encumbrance or assignment in respect of any of the Owned Business IPR or the Licensed Business IPR.
10.6 All confidential information (including know-how and trade secrets) owned or used by the Target Group has been kept confidential materially damaging viruses and has not within the last 12 months been so infected, has been satisfactorily and regularly maintained and has the benefit of appropriate maintenance and support agreements, complete and accurate copies of which have been disclosed to third parties (other than parties who have signed written confidentiality undertakings in respect of such information, details of which are set out in the Disclosure Letter).
10.7 No Target Group Company Purchaser. The Hardware has in the past three (3) years received written notice or otherwise become aware (sufficient capacity and no person has otherwise threatened or otherwise asserted any claim) of any person:
(a) asserting that the use of any Business IPR by, or the activities of, a member performance to meet current business requirements of the Target Group infringed, misappropriated or otherwise violated the Intellectual Property Rights or other rights of any third party, or
(b) challenging the ownership, use, validity, enforceability or registrability of any Owned Business IPR, or
(c) making any unauthorised use of or infringing any Business IPR, or breaching confidence, passing off or doing any actionable act of unfair competition in relation to the business or assets of any Target Group CompanyCompanies.
10.8 So far as each Management Warrantor is aware, none of the activities of, or processes employed, or products, software or services dealt in, by the Target Group infringe the rights of any third party or breach confidence, nor make a Target Group Company liable to pay a fee or royalty.
10.9 All Business IPR will be available for use by the Target Group immediately following Closing (and thereafter) on substantially the same basis and at no greater cost as they were made available immediately prior to Closing.
Appears in 1 contract
Sources: Share Purchase Agreement (American Superconductor Corp /De/)
Intellectual Property Rights. 10.1 The Disclosure Documents include complete, accurate and current details of:
(a) all Owned Business IPR which are registered (including applications for registration);
(b) all Owned Business IPR which are unregistered;
(c) all Licensed Business IPR and licences, agreements and permissions 7.1 All Intellectual Property Rights relating to or used in connection with the Licensed Business IPR; and
(dthe "BUSINESS INTELLECTUAL PROPERTY") all Licensed Out IPR and all licences, agreements and permissions relating thereto.
10.2 All:
(a) Business IPR is either are legally and beneficially owned solely by a Target Group Company or lawfully used with the consent of the owner under a written licence (details of which are set out in Disclosure Documents);Seller free from any Security Interests.
(b) Owned 7.2 All Business IPR Intellectual Property is not subject to any Encumbrance or any licence or authority in favour of another;
(c) Material Owned Business IPR are valid, subsisting and enforceable enforceable, there is in full force and nothing effect any registrations of Intellectual Property Rights required to enable the Seller to exercise fully such rights, and, in the case of Business Intellectual Property which is registered, all renewal fees in respect thereof have been duly paid.
7.3 Nothing has been done, done by the Seller or not been done, as a result of which by any other person whereby any of them the Business Intellectual Property has ceased or might cease to be validvalid and enforceable or whereby any person is or will be able to seek cancellation, subsisting rectification or enforceable any similar remedy in relation to any such rights.
7.4 There have been no material claims, proceedings or actions and all renewal fees there are no proceedings or actions pending or threatened and to the best of the knowledge, information and belief of the Seller Parties none will arise, impugning the title, validity or enforceability of any of the Business Intellectual Property or claiming any right or interest thereon.
7.5 There have been and there are no infringements of any of the Business Intellectual Property and none is threatened.
7.6 The Seller is not obliged to grant or enter into any licence, sub-licence, assignment, consent or any other right in respect of the Business Intellectual Property. The Intellectual Property Rights not owned by the Business Seller but used by it in relation to the Business are used under licences which are due and steps which are required for the maintenance and protection of all Material Owned Business IPR that is registered have been paid and taken;
(d) Material Owned Business IPR that is capable of registration and that a prudent businessman would have registered has been registered by a Target Group Company;
(e) licences relating to the Licensed Business IPR and Licensed Out IPR are currently in full force and effect, valid and binding, have been validly recorded or registered (where required), have been complied with in all material respects and no notice or intention to terminate those licences has been given, and no claims have been made and no in respect of any such use nor are any applications are pending which if pursued or granted might be material in relation to the accuracy of any of the above part of this warrantysuch use.
10.3 7.7 The Target Group does Business and the activities, processes, methods, products or services now or at any time within the last six years employed in, manufactured by, used in, dealt in, or supplied by the Seller do not require now nor did they at any time within the last six years infringe any Intellectual Property Rights in order to carry on its business as conducted in the 12 months prior of any third party; and will not, to the date best of this deed other than those rights which it the knowledge, information and belief of the Seller Parties, give rise to any claim for infringement, misuse, payment or otherwise.
7.8 The Seller is currently able to exercisenot, without restrictionnor has at any time been, in relation breach of any agreement relating to the use by the Seller of any Business Intellectual Property Rights which it owns owned by a third party and which it is currently licensed under the licences of Licensed Business IPR detailed no other party to any such agreement is, or has at any time, been in the Disclosure Documentsbreach thereof.
10.4 The Target Group 7.9 All know-how, trade secrets, price or customer or supplier lists, formulae, confidential information or secret processes relating to or used in or in connection with the Business (the "BUSINESS KNOW-HOW") is entitled sufficiently documented to use all Licensed Business IPR under licence for all purposes necessary enable the Buyer to carry on acquire its businessfull benefit.
10.5 Other than pursuant 7.10 The Seller has taken all reasonable steps to preserve the licences confidentiality of Licensed Out IPR, no Target Group Company has granted the Business Know-how and is not obliged to grant disclose any licence, subconfidential Business Know-licence, Encumbrance how to any third party except in the ordinary or assignment usual course of the business of the Seller and then on condition that the disclosure is to be treated as being of a confidential nature. The Seller has not (except in respect the ordinary and normal course of business) disclosed or permitted to be disclosed or undertaken or arranged to disclose to any person other than the Buyer any of the Owned Business IPR or the Licensed Business IPRKnow-how.
10.6 All confidential information (including know7.11 There are no confidentiality or other agreements in favour of the third parties which restrict the free use or disclosure of Business Know-how and trade secrets) owned or used by the Target Group has been kept confidential and has not been disclosed to third parties (other than parties who have signed written confidentiality undertakings in respect of such information, details of which are set out in the Disclosure Letter)Seller.
10.7 No Target Group Company has in the past three (3) years received written notice or otherwise become aware (and no person has otherwise threatened or otherwise asserted any claim) of any person:
(a) asserting that the use of any Business IPR by, or the activities of, a member of the Target Group infringed, misappropriated or otherwise violated the Intellectual Property Rights or other rights of any third party, or
(b) challenging the ownership, use, validity, enforceability or registrability of any Owned Business IPR, or
(c) making any unauthorised use of or infringing any Business IPR, or breaching confidence, passing off or doing any actionable act of unfair competition in relation to the business or assets of any Target Group Company.
10.8 So far as each Management Warrantor is aware, none of the activities of, or processes employed, or products, software or services dealt in, by the Target Group infringe the rights of any third party or breach confidence, nor make a Target Group Company liable to pay a fee or royalty.
10.9 All Business IPR will be available for use by the Target Group immediately following Closing (and thereafter) on substantially the same basis and at no greater cost as they were made available immediately prior to Closing.
Appears in 1 contract
Sources: Agreement for the Sale and Purchase of the Business and Assets (Take Two Interactive Software Inc)
Intellectual Property Rights. 10.1 The Disclosure Documents include completeYou herein acknowledge, accurate understand and current details ofagree that all of the ▇▇▇▇▇ Independent School Districttrademarks, copyright, trade name, service marks, and other ▇▇▇▇▇ Independent School Districtlogos and any brand features, and/or product and service names are trademarks and as such, are and shall remain the property of ▇▇▇▇▇ Independent School District. You herein agree not to display and/or use in any manner the ▇▇▇▇▇ Independent School Districtlogo or marks without obtaining ▇▇▇▇▇ Independent School District's prior written consent. ▇▇▇▇▇ Independent School District will always respect the intellectual property of others, and we ask that all of our users do the same. With regards to appropriate circumstances and at its sole discretion, ▇▇▇▇▇ Independent School District may disable and/or terminate the accounts of any user who violates our Terms and/or infringes the rights of others. If you feel that your work has been duplicated in such a way that would constitute copyright infringement, or if you believe your intellectual property rights have been otherwise violated, you should provide to us the following information:
(a) all Owned Business IPR which are registered (including applications for registration);
(b) all Owned Business IPR which are unregistered;
(c) all Licensed Business IPR and licences, agreements and permissions relating to The electronic or the Licensed Business IPR; and
(d) all Licensed Out IPR and all licences, agreements and permissions relating thereto.
10.2 All:
(a) Business IPR physical signature of the individual that is either legally and beneficially owned solely by a Target Group Company or lawfully used with the consent authorized on behalf of the owner under a written licence (details of which are set out in Disclosure Documents)the copyright or other intellectual property interest;
(b) Owned Business IPR A description of the copyrighted work or other intellectual property that you believe has been infringed upon;
c) A description of the location of the site which you allege has been infringing upon your work;
d) Your physical address, telephone number, and email address;
e) A statement, in which you state that the alleged and disputed use of your work is not subject to any Encumbrance authorized by the copyright owner, its agents or any licence or authority in favour of anotherthe law;
(cf) Material Owned Business IPR are validAnd finally, subsisting a statement, made under penalty of ▇▇▇▇▇▇▇, that the aforementioned information in your notice is truthful and enforceable and nothing has been doneaccurate, or not been done, as a result of which any of them has ceased or might cease to be valid, subsisting or enforceable and all renewal fees which are due and steps which are required for the maintenance and protection of all Material Owned Business IPR that is registered have been paid and taken;
(d) Material Owned Business IPR that is capable of registration and that a prudent businessman would have registered has been registered by a Target Group Company;
(e) licences relating you are the copyright or intellectual property owner, representative or agent authorized to act on the Licensed Business IPR and Licensed Out IPR are in full force and effect, valid and binding, have been validly recorded copyright or registered (where required), have been complied with in all material respects and no intellectual property owner's behalf. The ▇▇▇▇▇ Independent School District agent for notice or intention to terminate those licences has been given, and no of claims have been made and no applications are pending which if pursued or granted might be material to the accuracy of any of the above part of this warranty.
10.3 The Target Group does not require any Intellectual Property Rights in order to carry on its business as conducted in the 12 months prior to the date of this deed other than those rights which it is currently able to exercise, without restriction, in relation to the Intellectual Property Rights which it owns and which it is currently licensed under the licences of Licensed Business IPR detailed in the Disclosure Documents.
10.4 The Target Group is entitled to use all Licensed Business IPR under licence for all purposes necessary to carry on its business.
10.5 Other than pursuant to the licences of Licensed Out IPR, no Target Group Company has granted and is not obliged to grant any licence, sub-licence, Encumbrance or assignment in respect of any of the Owned Business IPR or the Licensed Business IPR.
10.6 All confidential information (including know-how and trade secrets) owned or used by the Target Group has been kept confidential and has not been disclosed to third parties (other than parties who have signed written confidentiality undertakings in respect of such information, details of which are set out in the Disclosure Letter).
10.7 No Target Group Company has in the past three (3) years received written notice or otherwise become aware (and no person has otherwise threatened or otherwise asserted any claim) of any person:
(a) asserting that the use of any Business IPR by, or the activities of, a member of the Target Group infringed, misappropriated or otherwise violated the Intellectual Property Rights copyright or other rights of any third partyintellectual property infringement can be contacted as follows: Mailing Address: ▇▇▇▇▇ Independent School District Attn: Copyright Agent ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇ ▇▇ ▇▇▇▇▇▇▇, or
(b) challenging the ownership, use, validity, enforceability or registrability of any Owned Business IPR, or
(c) making any unauthorised use of or infringing any Business IPR, or breaching confidence, passing off or doing any actionable act of unfair competition in relation to the business or assets of any Target Group Company▇▇▇▇▇ ▇▇▇▇▇ Telephone: ▇▇▇-▇▇▇-▇▇▇▇ Fax: ▇▇▇-▇▇▇-▇▇▇▇ Email: ▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇▇.
10.8 So far as each Management Warrantor is aware, none of the activities of, or processes employed, or products, software or services dealt in, by the Target Group infringe the rights of any third party or breach confidence, nor make a Target Group Company liable to pay a fee or royalty.
10.9 All Business IPR will be available for use by the Target Group immediately following Closing (and thereafter) on substantially the same basis and at no greater cost as they were made available immediately prior to Closing.▇▇▇
Appears in 1 contract
Sources: Terms of Service Agreement
Intellectual Property Rights. 10.1 The Disclosure Documents include completeLicensee acknowledges that the Connections Suicide Prevention™ IP belongs to and remains vested in Fresh Minds Education and/or its licensors. Nothing in this Agreement shall confer on the Licensee and/or any User any right, accurate and current details of:
title or interest in the Programme and/or the Resources (a) all Owned Business IPR which are registered (including applications for registration);
(b) all Owned Business IPR which are unregistered;
(c) all Licensed Business IPR and licences, agreements and permissions relating to except the Licensed Business IPR; and
(d) all Licensed Out IPR and all licences, agreements and permissions relating thereto.
10.2 All:
(a) Business IPR is either legally and beneficially owned solely by a Target Group Company or lawfully used with the consent right of the owner under a written licence (details of which are use as set out in Disclosure Documentsthis Agreement);
(b) Owned Business IPR is not subject to . The Licensee acknowledges that any Encumbrance or any licence or authority in favour and all Intellectual Property Rights, including without limitation the Licensee’s adaptations, bespoke materials and translations of another;
(c) Material Owned Business IPR are valid, subsisting the Programme and enforceable and nothing has been done, or not been doneResources, as a result of which any of them has ceased or might cease to be valid, subsisting or enforceable and all renewal fees which are due and steps which are required for the maintenance and protection of all Material Owned Business IPR that is registered have been paid and taken;
(d) Material Owned Business IPR that is capable of registration and that a prudent businessman would have registered has been registered by a Target Group Company;
(e) licences relating to the Licensed Business IPR and Licensed Out IPR are in full force and effect, valid and binding, have been validly recorded or registered (where required), have been complied with in all material respects and no notice or intention to terminate those licences has been given, and no claims have been made and no applications are pending which if pursued or granted might be material to the accuracy of any of the above part of this warranty.
10.3 The Target Group does not require any Intellectual Property Rights in order to carry on its business as conducted in the 12 months prior to the date of this deed other than those rights which it is currently able to exercise, without restriction, in relation to the Intellectual Property Rights which it owns and which it is currently licensed under the licences of Licensed Business IPR detailed in the Disclosure Documents.
10.4 The Target Group is entitled to use all Licensed Business IPR under licence for all purposes necessary to carry on its business.
10.5 Other than pursuant to the licences of Licensed Out IPR, no Target Group Company has granted and is not obliged to grant any licence, sub-licence, Encumbrance or assignment in respect of any of the Owned Business IPR or the Licensed Business IPR.
10.6 All confidential information (including know-how and trade secrets) owned or used by the Target Group has been kept confidential and has not been disclosed to third parties (other than parties who have signed written confidentiality undertakings in respect of such information, details of which are set out in the Disclosure Letter).
10.7 No Target Group Company has in the past three (3) years received written notice or otherwise become aware (and no person has otherwise threatened or otherwise asserted any claim) of any person:
(a) asserting that may arise during the use of the Programme by the Licensee (Created IP) shall belong to Fresh Minds Education . The Licensee shall, and shall procure that each User shall, do all such things and enter into such agreements as Fresh Minds Education may request to give Fresh Minds Education the benefit of this clause 5.2. Upon creation, all Created IP shall be deemed to be Fresh Minds Education IP and the Licensee hereby assigns by way of future assignment upon creation of the same all right, title and interest in the Created IP to Fresh Minds Education. Save as expressly permitted by this Agreement, the Licensee shall not use any Business IPR bytrademarks, trade names or get-up which resemble the Trade Marks (or any other of the trademarks owed and belonging to Fresh Minds Education, trade names or get-up) and which would therefore be likely to confuse or mislead the public or any section of the public. The Licensee shall not remove, alter or otherwise tamper with any Trade Marks, trade names, logos, numbers or other means of identification on the Programme and/or Resources or the packaging therefor which come into the Licensee's possession, custody or control, and shall not place any trade ▇▇▇▇ or trade name of its own on the Programme and/or Resources or any packaging or other materials used in connection therewith. The Licensee shall not apply for, or obtain, registration of the Trade Marks for any goods or services in any country including the Region. The Licensee shall notify Fresh Minds Education of: any actual, threatened or suspected infringement of any Fresh Minds Education IP and/or Created IP of which the Licensee becomes aware; and any claim by any third party of which it becomes aware that the distribution and/or implementation of the Programme into or in the Region infringes any rights of any other person. The Licensee shall, take all such steps during the term of this Agreement as Fresh Minds Education may reasonably require to assist Fresh Minds Education in maintaining the Connections Suicide Prevention™ IP as valid and effective, or to take or defend any court or other dispute proceedings concerning intellectual property matters. The Licensee will procure that the Programme shall be distributed and implemented under the Trade Marks. The Licensee shall not dispute or challenge the validity of the Trade Marks, or the activities of, a member of the Target Group infringed, misappropriated or otherwise violated the Intellectual Property Rights or other rights of any third party, or
(b) challenging the ownership, use, validity, enforceability or registrability of any Owned Business IPR, or
(c) making any unauthorised use of or infringing any Business IPR, or breaching confidence, passing off or doing any actionable act of unfair competition in relation Fresh Minds Education to the business or assets Trade Marks, during the term of any Target Group Company.
10.8 So far as each Management Warrantor is aware, none of this Agreement. Any goodwill derived from the activities of, or processes employed, or products, software or services dealt in, by the Target Group infringe the rights of any third party or breach confidence, nor make a Target Group Company liable to pay a fee or royalty.
10.9 All Business IPR will be available for use by the Target Group Licensee of the Trade Marks will accrue to Fresh Minds Education. Fresh Minds Education may, at any time, call for a confirmatory assignment of that goodwill and the Licensee shall immediately following Closing (and thereafter) on substantially the same basis and at no greater cost as they were made available immediately prior to Closingexecute it.
Appears in 1 contract
Sources: Facilitator Agreement
Intellectual Property Rights. 10.1 The Disclosure Documents include complete, accurate and current details of:
(ai) all Owned Business IPR which are registered (including applications for registration);
(b) all Owned Business IPR which are unregistered;
(c) all Licensed Business IPR and licences, agreements and permissions relating to the Licensed Business IPR; and
(d) all Licensed Out IPR and all licences, agreements and permissions relating thereto.
10.2 All:
(a) Business IPR is either legally and beneficially owned solely by a Target Group Company or lawfully used with the consent As of the owner under a written licence (details of which are set out in Disclosure Documents);
(b) Owned Business IPR is not subject to any Encumbrance or any licence or authority in favour of another;
(c) Material Owned Business IPR are valid, subsisting and enforceable and nothing has been done, or not been done, as a result of which any of them has ceased or might cease to be valid, subsisting or enforceable and all renewal fees which are due and steps which are required for the maintenance and protection of all Material Owned Business IPR that is registered have been paid and taken;
(d) Material Owned Business IPR that is capable of registration and that a prudent businessman would have registered has been registered by a Target Group Company;
(e) licences relating to the Licensed Business IPR and Licensed Out IPR are in full force and effect, valid and binding, have been validly recorded or registered (where required), have been complied with in all material respects and no notice or intention to terminate those licences has been given, and no claims have been made and no applications are pending which if pursued or granted might be material to the accuracy of any of the above part of this warranty.
10.3 The Target Group does not require any Intellectual Property Rights in order to carry on its business as conducted in the 12 months prior to the date of this deed other than those Agreement, Schedule 4.1(o)(i) of ------------------ the Seller Disclosure Statement contains a list of all patents, trademark and service ▇▇▇▇ registrations, copyright registrations, mask work registrations and applications therefor ("Registered Intellectual Property") included in the Acquired Assets and a list of all contracts granting licenses or rights in or under any GBB Intellectual Property.
(ii) As of the date of this Agreement, Schedule 4.1(o)(ii) of ------------------- the Seller Disclosure Statement contains a list of all agreements or contracts that grant licenses or rights to Seller in or under any Intellectual Property owned by a third party which it Intellectual Property is currently able used in or is necessary to exercisethe conduct of the Government Base Business, without restriction, in relation except for any agreement or contract pursuant to which the Intellectual Property Rights is licensed to Seller under a third party software license generally available to the public under shrink- wrap licenses.
(iii) The GBB Intellectual Property, the agreements and contracts listed in Schedule 4.1(o)(ii) of the Seller Disclosure Statement and ------------------- the licenses granted in Section 5.6 constitute all of the intellectual property rights which it owns (A) are necessary to or currently used in the conduct of the Government Base Business or (B) are necessary or intended by Seller to be used to accomplish the GBB Plans.
(iv) Seller has good, valid and which marketable title to all GBB Intellectual Property, free and clear of all encumbrances, except as set forth in Schedule 4.1(o)(iv) of the Seller Disclosure Statement. To Seller's ------------------- knowledge, Seller has a valid right to use, license and otherwise exploit all GBB Intellectual Property.
(v) Seller has taken all commercially reasonable measures and precautions to protect and maintain the confidentiality and secrecy of all GBB Intellectual Property and otherwise to maintain and protect the value of all GBB Intellectual Property.
(vi) To the knowledge of Seller, in the operation of the Government Base Business, it is currently licensed under the licences not misappropriating or making any unlawful use of, and has not at any time misappropriated or made any unlawful use of, or received any notice or other communication (in writing or otherwise) of Licensed Business IPR detailed any actual, alleged, possible or potential infringement, misappropriation or unlawful use in the Disclosure Documents.
10.4 The Target Group is entitled to use all Licensed Business IPR under licence for all purposes necessary to carry on its business.
10.5 Other than pursuant to the licences of Licensed Out IPR, no Target Group Company has granted and is not obliged to grant any licence, sub-licence, Encumbrance or assignment in respect of any operation of the Owned Government Base Business IPR or the Licensed Business IPR.
10.6 All confidential information (including know-how and trade secrets) of, any intellectual property rights owned or used by the Target Group has been kept confidential and any other Person. Seller is not aware that any Person is misappropriating, or making unlawful use of any GBB Intellectual Property.
(vii) Seller has not been disclosed licensed any GBB Intellectual Property to third parties (other than parties who have signed written confidentiality undertakings in respect of such information, details of which are set out in the Disclosure Letter)any Person on an exclusive basis.
10.7 No Target Group Company has in (viii) The execution, delivery and performance of this Agreement and the past three (3) years received written notice or otherwise become aware (and no person has otherwise threatened or otherwise asserted any claim) consummation of the transactions contemplated hereby will not constitute a material breach of any person:
(a) asserting that instrument or agreement relating to the use of any GBB Intellectual Property, and will not (A) cause the modification of any terms of any licenses or agreements relating to the use of any GBB Intellectual Property, (B) cause the forfeiture or termination of any agreement relating to the use of any GBB Intellectual Property, (C) give rise to a right of forfeiture or termination or cancellation of any agreement relating to the use of any GBB Intellectual Property or (D) materially impair the right of Seller or Purchaser to use, sell or license any GBB Intellectual Property or portion thereof.
(ix) Neither the manufacture, marketing, license, sale nor the intended use of any product or technology currently licensed or sold, used or under development by Seller in the operation of the Government Base Business IPR by(A) violates in any material respect any license or agreement between Seller and any third party or (B) infringes in any material respect any patents or other intellectual property rights of any other party; and there is no pending or threatened claim or litigation contesting the validity, ownership or right to use, sell, license or dispose of any GBB Intellectual Property, or asserting that any GBB Intellectual Property or the proposed use, sale, license or disposition thereof, or the activities ofmanufacture, a member use or sale of any products of the Target Group infringedGovernment Base Business, misappropriated conflicts or otherwise violated the Intellectual Property Rights or other rights of any third party, or
(b) challenging the ownership, use, validity, enforceability or registrability of any Owned Business IPR, or
(c) making any unauthorised use of or infringing any Business IPR, or breaching confidence, passing off or doing any actionable act of unfair competition in relation to the business or assets of any Target Group Company.
10.8 So far as each Management Warrantor is aware, none of the activities of, or processes employed, or products, software or services dealt in, by the Target Group infringe will conflict with the rights of any third party or breach confidence, nor make a Target Group Company liable to pay a fee or royaltyother party.
10.9 (x) Seller is not aware and has no reason to believe that any Employee or any consultant to the Government Base Business is obligated under any contract, covenant or other agreement or commitment of any nature, or is subject to any judgment, decree or order of any court or administrative agency, that would interfere with the use of such GBB Employee's or consultant's best efforts to promote the interests of Seller or that would conflict with the Government Base Business as presently conducted or proposed to be conducted. All current and former GBB Employees and all current and former consultants of the Government Base Business IPR will be available for use who have provided services related to GBB Intellectual Property, have signed valid and enforceable written assignments to Seller or one of its subsidiaries of any and all rights or claims in any intellectual property that any such GBB Employee or consultant has or may have by reason of any contribution, participation or other role in the Target Group immediately following Closing (development, conception, creation, reduction to practice or authorship of any invention, innovation, development or work of authorship or any other intellectual property that is used in the Government Base Business, and thereafter) on substantially the same basis Seller possesses signed copies of all such written assignments by such GBB Employees and at no greater cost as they were made available immediately prior to Closingconsultants.
Appears in 1 contract
Sources: Asset Purchase Agreement (Stanford Telecommunications Inc)
Intellectual Property Rights. 10.1 The Disclosure Documents include completeClient is and shall be the sole and exclusive owner of all right, accurate title and current details of:
(a) interest throughout the world in and to all Owned Business IPR which are registered (including applications for registration);
(b) all Owned Business IPR which are unregistered;
(c) all Licensed Business IPR the results and licences, agreements and permissions relating to the Licensed Business IPR; and
(d) all Licensed Out IPR and all licences, agreements and permissions relating thereto.
10.2 All:
(a) Business IPR is either legally and beneficially owned solely by a Target Group Company or lawfully used with the consent proceeds of the owner Services performed under this Agreement (collectively, the “Deliverables”), including all patents, copyrights, trademarks, trade secrets and other intellectual property rights (collectively “Intellectual Property Rights”) therein. Strand Strategy agrees that the Deliverables are hereby deemed a written licence (details of which are set out “work made for hire” as defined in Disclosure Documents);
(b) Owned Business IPR is not subject to any Encumbrance or any licence or authority in favour of another;
(c) Material Owned Business IPR are valid, subsisting and enforceable and nothing has been done, or not been done, as a result of which any of them has ceased or might cease to be valid, subsisting or enforceable and all renewal fees which are due and steps which are required 17 U.S.C. § 101 for the maintenance and protection of all Material Owned Business IPR that is registered have been paid and taken;
(d) Material Owned Business IPR that is capable of registration and that a prudent businessman would have registered has been registered by a Target Group Company;
(e) licences relating to the Licensed Business IPR and Licensed Out IPR are in full force and effectClient. If, valid and bindingfor any reason, have been validly recorded or registered (where required), have been complied with in all material respects and no notice or intention to terminate those licences has been given, and no claims have been made and no applications are pending which if pursued or granted might be material to the accuracy of any of the above part of this warranty.
10.3 The Target Group does Deliverables do not require any constitute a “work made for hire,” Strand Strategy hereby irrevocably assigns to the Client, in each case without additional consideration, all right, title and interest throughout the world in and to the Deliverables, including all Intellectual Property Rights therein. Any assignment of copyrights under this Agreement includes all rights of paternity, integrity, disclosure and withdrawal and any other rights that may be known as “moral rights” (collectively, “Moral Rights”). Strand Strategy hereby irrevocably waives, to the extent permitted by applicable law, any and all claims Strand Strategy may now or hereafter have in order any jurisdiction to carry any Moral Rights with respect to the Deliverables. Upon the request of the Client, Strand Strategy shall promptly take such further actions, including execution and delivery of all appropriate instruments of conveyance, as may be necessary to assist the Client to prosecute, register, perfect, record, or enforce its rights in any Deliverables. In the event the Client is unable, after reasonable effort, to obtain Strand Strategy’s signature on any such documents, Strand Strategy hereby irrevocably designates and appoints the Client as its agent and attorney-in-fact, to act for and on its business as conducted in behalf solely to execute and file any such application or other document and do all other lawfully permitted acts to further the 12 months prior prosecution and issuance of patents, copyrights, or other intellectual property protection related to the date Deliverables with the same legal force and effect as if Strand Strategy had executed them. Strand Strategy agrees that this power of this deed other than those rights which it attorney is currently able coupled with an interest. Strand Strategy has no right or license to exerciseuse, without restrictionpublish, in relation to the Intellectual Property Rights which it owns reproduce, prepare derivative works based upon, distribute, perform, or display any Deliverables and which it is currently licensed under the licences of Licensed Business IPR detailed in the Disclosure Documents.
10.4 The Target Group is entitled has no right or license to use all Licensed Business IPR under licence for all purposes necessary to carry on its business.
10.5 Other than pursuant to the licences of Licensed Out IPRClient’s trademarks, no Target Group Company has granted and is not obliged to grant any licenceservice marks, sub-licencetrade names, Encumbrance or assignment in respect of any of the Owned Business IPR or the Licensed Business IPR.
10.6 All confidential information (including know-how and trade secrets) owned or used by the Target Group has been kept confidential and has not been disclosed to third parties (other than parties who have signed written confidentiality undertakings in respect of such informationnames, details of which are set out in the Disclosure Letter).
10.7 No Target Group Company has in the past three (3) years received written notice or otherwise become aware (and no person has otherwise threatened or otherwise asserted any claim) of any person:
(a) asserting that the use of any Business IPR bylogos, symbols, or the activities of, a member of the Target Group infringed, misappropriated or otherwise violated the Intellectual Property Rights or other rights of any third party, or
(b) challenging the ownership, use, validity, enforceability or registrability of any Owned Business IPR, or
(c) making any unauthorised use of or infringing any Business IPR, or breaching confidence, passing off or doing any actionable act of unfair competition in relation to the business or assets of any Target Group Companybrand names.
10.8 So far as each Management Warrantor is aware, none of the activities of, or processes employed, or products, software or services dealt in, by the Target Group infringe the rights of any third party or breach confidence, nor make a Target Group Company liable to pay a fee or royalty.
10.9 All Business IPR will be available for use by the Target Group immediately following Closing (and thereafter) on substantially the same basis and at no greater cost as they were made available immediately prior to Closing.
Appears in 1 contract
Sources: Consulting Agreement (Integrity Applications, Inc.)
Intellectual Property Rights. 10.1 The Disclosure Documents include completeAnmut agrees that all right, accurate title and current details of:
interest, including, without limitation, all Intellectual Property Rights, in and to any materials, data, or information, including all computer programs (ain source code or object code) and documentation related thereto, which have been provided by Client to Anmut in connection with the performance of the Services (“Materials”) are owned and shall continue to be owned by Client and/or its licensors. Notwithstanding the foregoing, for the term of the applicable Statement of Work, Client grants Anmut and any Anmut-approved subcontractors a royalty-free, non- transferable, non-exclusive license to use and reproduce the Materials for the sole purpose of performing the Services. Client acknowledges and agrees that Anmut may transfer the foregoing license to its subcontractors as necessary to perform the Services. Anmut shall return any or all Owned Business IPR which are registered (including applications for registration);
(b) all Owned Business IPR which are unregistered;
(c) all Licensed Business IPR and licences, agreements and permissions relating Materials to Client immediately upon the Licensed Business IPR; and
(d) all Licensed Out IPR and all licences, agreements and permissions relating theretorequest of Client.
10.2 All:
(a) Business IPR To the extent that Anmut has any right, title or interest, including Intellectual Property Rights, in the Deliverables, Anmut hereby transfers, conveys and irrevocably assigns in perpetuity all such right, title and interest worldwide to Client. and Client acknowledges that Anmut provides similar services to other Clients and that nothing in this Agreement shall be construed to prevent Anmut from carrying on such business or from acquiring, licensing, marketing, distributing, developing for itself or others or having others develop for it similar products, services or materials performing the same or similar functions as the Services and Deliverables contemplated by this Agreement or any SOW. For greater certainty, and without limitation to Anmut's rights in Anmut Information under Section 6, Anmut is either legally free to use without restriction its general knowledge, skills and beneficially owned solely experience and any ideas, concepts, know- how and techniques learned in the course of providing the Services. All distinct Deliverables created specifically for and provided to Client by a Target Group Company or lawfully used with the consent of the owner Anmut under a written licence (details Statement of which are Work shall be the property of Client, including all Intellectual Property Rights therein. To the extent that Anmut has any right, title or interest, including Intellectual Property Rights, in the Deliverables, Anmut hereby transfers, conveys and irrevocably assigns in perpetuity all such right, title and interest worldwide to Client.
10.3 Anmut agrees to do and execute or cause to be made, done or executed all such further and other things, acts, deeds, documents, applications, specifications, oaths, assignments and assurances as may be necessary or reasonably required to give full effect to the transfer and assignment set out in Disclosure Documents);
(b) Owned Business IPR is not subject Section Subject to any Encumbrance or any licence or authority in favour Sections 10.2 and 10.5 below, all distinct Deliverables created specifically for and provided to Client by Anmut under a Statement of another;
(c) Material Owned Business IPR are validWork shall be the property of Client, subsisting and enforceable and nothing has been done, or not been done, as a result of which any of them has ceased or might cease to be valid, subsisting or enforceable and including all renewal fees which are due and steps which are required for the maintenance and protection of all Material Owned Business IPR that is registered have been paid and taken;
(d) Material Owned Business IPR that is capable of registration and that a prudent businessman would have registered has been registered by a Target Group Company;
(e) licences relating to the Licensed Business IPR and Licensed Out IPR are in full force and effect, valid and binding, have been validly recorded or registered (where required), have been complied with in all material respects and no notice or intention to terminate those licences has been given, and no claims have been made and no applications are pending which if pursued or granted might be material to the accuracy of any of the above part of this warranty.
10.3 The Target Group does not require any Intellectual Property Rights in order to carry on its business as conducted therein. To the extent that Anmut has any right, title or interest, including Intellectual Property Rights, in the 12 months prior to the date of this deed other than those rights which it is currently able to exercise, without restriction, in relation to the Intellectual Property Rights which it owns and which it is currently licensed under the licences of Licensed Business IPR detailed in the Disclosure DocumentsDeliverables.
10.4 The Target Group Client agrees that ▇▇▇▇▇ shall retain all of its right, title and interest in and to Anmut Background Intellectual Property. To the extent that any Anmut Background Intellectual Property is entitled incorporated into any Deliverable hereunder, Client is hereby granted and shall have a non-exclusive, royalty-free, irrevocable, perpetual, worldwide license to make, have made, modify, use all Licensed Business IPR under licence for all purposes necessary and sell, and to carry on its businesssublicense such licenses to, such Anmut Background Intellectual Property as part of or in connection with such Deliverable.
10.5 Other than pursuant Client acknowledges that Anmut provides similar services to other Clients and that nothing in this Agreement shall be construed to prevent Anmut from carrying on such business or from acquiring, licensing, marketing, distributing, developing for itself or others or having others develop for it similar products, services or materials performing the licences of Licensed Out IPRsame or similar functions as the Services and Deliverables contemplated by this Agreement or any SOW. For greater certainty, no Target Group Company has granted and without limitation to Anmut's rights in Anmut Information under Section 6(b), Anmut is not obliged free to grant use without restriction its general knowledge, skills and experience and any licenceideas, sub-licenceconcepts, Encumbrance or assignment in respect of any of the Owned Business IPR or the Licensed Business IPR.
10.6 All confidential information (including know-how and trade secrets) owned or used by the Target Group has been kept confidential and has not been disclosed to third parties (other than parties who have signed written confidentiality undertakings in respect of such information, details of which are set out techniques learned in the Disclosure Letter)course of providing the Services.
10.7 No Target Group Company has in the past three (3) years received written notice or otherwise become aware (and no person has otherwise threatened or otherwise asserted any claim) of any person:
(a) asserting that the use of any Business IPR by, or the activities of, a member of the Target Group infringed, misappropriated or otherwise violated the Intellectual Property Rights or other rights of any third party, or
(b) challenging the ownership, use, validity, enforceability or registrability of any Owned Business IPR, or
(c) making any unauthorised use of or infringing any Business IPR, or breaching confidence, passing off or doing any actionable act of unfair competition in relation to the business or assets of any Target Group Company.
10.8 So far as each Management Warrantor is aware, none of the activities of, or processes employed, or products, software or services dealt in, by the Target Group infringe the rights of any third party or breach confidence, nor make a Target Group Company liable to pay a fee or royalty.
10.9 All Business IPR will be available for use by the Target Group immediately following Closing (and thereafter) on substantially the same basis and at no greater cost as they were made available immediately prior to Closing.
Appears in 1 contract
Intellectual Property Rights. 10.1 All existing and future Intellectual Property Rights in the Works and all materials embodying these rights are hereby assigned to, and shall vest in, the Commissioner absolutely to the fullest extent permitted by law. Except as may expressly be provided for in the Agreement, neither party acquires any interest in or license to use the other party’s Intellectual Property Rights owned or developed prior to or independently of the Agreement. The Disclosure Documents include complete, accurate and current details ofConsultant undertakes:
(a) all Owned Business IPR which are registered (including applications for registration)to notify the Commissioner in writing full details of any Works promptly on their creation;
(b) to keep details of all Owned Business IPR which are unregisteredWorks confidential;
(c) whenever requested to do so by the Commissioner and in any event on the termination of the Agreement, to promptly deliver to the Commissioner all Licensed Business IPR correspondence, documents, papers and licencesrecords on all media (and all copies or abstracts of them), agreements and permissions recording or relating to any part of the Licensed Business IPRWorks and the process of their creation which are in the Consultant’s possession, custody or power;
(d) not to register nor attempt to register any of the Intellectual Property Rights in the Works unless requested to do so by the Commissioner; and
(de) to do all Licensed Out IPR and acts necessary to confirm that absolute title in all licencesIntellectual Property Rights in the Works has passed, agreements and permissions relating thereto.
10.2 Allor will pass, to the Commissioner. The Consultant warrants to the Commissioner that:
(a) Business IPR is either legally they have not given and beneficially owned solely by a Target Group Company or lawfully used with the consent will not give permission to any third party to use any of the owner under a written licence (details Works, nor any of which are set out the Intellectual Property Rights in Disclosure Documents)the Works;
(b) Owned Business IPR is not subject to they are unaware of any Encumbrance use by any third party of any of the Works or any licence or authority Intellectual Property Rights in favour of another;the Works; and
(c) Material Owned Business IPR are valid, subsisting and enforceable and nothing has been done, or not been done, as a result of which any of them has ceased or might cease to be valid, subsisting or enforceable and all renewal fees which are due and steps which are required for the maintenance and protection of all Material Owned Business IPR that is registered have been paid and taken;
(d) Material Owned Business IPR that is capable of registration and that a prudent businessman would have registered has been registered by a Target Group Company;
(e) licences relating to the Licensed Business IPR and Licensed Out IPR are in full force and effect, valid and binding, have been validly recorded or registered (where required), have been complied with in all material respects and no notice or intention to terminate those licences has been given, and no claims have been made and no applications are pending which if pursued or granted might be material to the accuracy of any use of the above part of this warranty.
10.3 The Target Group does not require any Works or the Intellectual Property Rights in order to carry on its business as conducted in the 12 months prior to the date of this deed other than those rights which it is currently able to exercise, without restriction, in relation to the Intellectual Property Rights which it owns and which it is currently licensed under the licences of Licensed Business IPR detailed in the Disclosure Documents.
10.4 The Target Group is entitled to use all Licensed Business IPR under licence for all purposes necessary to carry on its business.
10.5 Other than pursuant to the licences of Licensed Out IPR, no Target Group Company has granted and is not obliged to grant any licence, sub-licence, Encumbrance or assignment in respect of any of the Owned Business IPR or the Licensed Business IPR.
10.6 All confidential information (including know-how and trade secrets) owned or used Works by the Target Group has been kept confidential and has Commissioner will not been disclosed to third parties (other than parties who have signed written confidentiality undertakings in respect of such information, details of which are set out in the Disclosure Letter).
10.7 No Target Group Company has in the past three (3) years received written notice or otherwise become aware (and no person has otherwise threatened or otherwise asserted any claim) of any person:
(a) asserting that the use of any Business IPR by, or the activities of, a member of the Target Group infringed, misappropriated or otherwise violated the Intellectual Property Rights or other rights of any third party, or
(b) challenging the ownership, use, validity, enforceability or registrability of any Owned Business IPR, or
(c) making any unauthorised use of or infringing any Business IPR, or breaching confidence, passing off or doing any actionable act of unfair competition in relation to the business or assets of any Target Group Company.
10.8 So far as each Management Warrantor is aware, none of the activities of, or processes employed, or products, software or services dealt in, by the Target Group infringe the rights of any third party. The Consultant must not infringe any Intellectual Property Rights of any third party in carrying out the Project or breach confidenceotherwise performing its obligations under the Agreement. The Consultant shall indemnify the Commissioner against all actions, nor make a Target Group Company claims, demands, losses, charges, costs and expenses which the Client may suffer or incur or become liable with respect to pay a fee any intellectual property infringement claim or royalty.
10.9 All Business IPR will be available for use other claim relating to the Works supplied by the Target Group immediately following Closing Consultant to the Commissioner during the course of performing the Project. The Consultant waives any moral rights in the Works to which they are now or may at any future time be entitled under Chapter IV of the Copyright Designs and Patents Act 1988 or any similar provisions of law in any jurisdiction, including (but without limitation) the right to be identified, the right of integrity and thereafter) on substantially the same basis right against false attribution, and agrees not to institute, support, maintain or permit any action or claim to the effect that any treatment, exploitation or use of such Works or other materials infringes the Consultant's moral rights. The Consultant undertakes at any time either during or after the term of this Agreement, to execute all documents, make all applications, give all assistance and do all acts and things as may, in the opinion of the Commissioner, be necessary or desirable to vest the Intellectual Property Rights in, and to register them in, the name of the Commissioner and to defend the Commissioner against claims that works embodying Intellectual Property Rights or Works infringe third party rights, and otherwise to protect and maintain the Intellectual Property Rights in the Works. The Consultant acknowledges that, except as provided by law, no greater cost as they were made available immediately prior further fees or compensation other than those provided for in this Agreement are due or may become due to Closingthe Consultant in respect of the performance of their obligations. The provisions of this Section shall apply during the continuance of this Agreement and after its termination howsoever arising.
Appears in 1 contract
Sources: Consultancy Services Agreement
Intellectual Property Rights. 10.1 The Disclosure Documents include complete5.1 Merchant shall ensure that all contents including listings, accurate information, specifications, photographs, and current details of:products for sale, as supplied or provided by Merchant on the Website do not infringe or violate trade ▇▇▇▇ rights, patent rights, copyrights, trade names, domain names, portrait rights, design rights, utility models, trade secrets, know-how, confidential information, database rights, software rights, semiconductor and / or circuit layout rights and all various other intellectual property rights subsisting in any part of the world belonging to third parties.
(a) all Owned Business IPR which are registered (including applications for registration);
(b) all Owned Business IPR which are unregistered;
(c) all Licensed Business IPR and licences5.2 Merchant shall also ensure that the use of such intellectual property rights is with the prior, agreements and permissions relating approval or consent of Intellectual Property Rights owner. Should there be any complaints or alleged claims of infringement or violation of intellectual property rights made by any Third Party against the Merchant use of Intellectual Property Rights on the Website, PG MALL may at its sole discretion without notice to the Licensed Business IPR; and
(d) all Licensed Out IPR Merchant take down the listing, information, specification and all licences, agreements / or photograph complained of and permissions relating theretosuspend sales of the Merchant’s corresponding product until such time PG MALL at its sole discretion deems that evidence provided is sufficient to prove that the complaints and / or alleged claims are invalid.
10.2 All:
(a) Business IPR is either legally 5.3 In order to boost sales, information regarding products and beneficially services provided by Merchant on the Website may be disclosed to PG MALL 's affiliated third parties, including websites owned solely by a Target Group Company and / or lawfully used with the consent affiliated to such third party, as well as blogs belonging to other Users of the owner under a written licence (details Website where disclosure of information is by another user on their blog, provided that such disclosure could only be done after Merchant has consented to such disclosure and has approved the contents, artwork and information of such disclosure prior to its disclosure to public.
5.4 Parties shall indemnify and hold harmless each other and their respective directors and employees from all actions, claims and demands which are set out in Disclosure Documents);may be instituted or made against the other party arising from the parties’ use of Intellectual Property Rights or violation of any applicable intellectual property laws.
(b) Owned Business IPR is not subject to 5.5 Parties shall notify the other party as soon as practicable of any Encumbrance complaints or alleged claims of infringement of Intellectual Property Rights by any licence or authority in favour of another;
(c) Material Owned Business IPR are valid, subsisting third party. All losses and enforceable and nothing has been done, or not been done, as a result of which any of them has ceased or might cease to be valid, subsisting or enforceable and all renewal fees which are due and steps which are required for the maintenance and protection of all Material Owned Business IPR that is registered have been paid and taken;
(d) Material Owned Business IPR that is capable of registration and that a prudent businessman would have registered has been registered by a Target Group Company;
(e) licences relating costs to the Licensed Business IPR aggrieved party, its directors and Licensed Out IPR are in full force employees and effect, valid and binding, have been validly recorded / or registered (where required), have been complied with in all material respects and no notice or intention to terminate those licences has been given, and no claims have been made and no applications are pending which if pursued or granted might be material to the accuracy Website arising from the infringement of any of the above part of this warranty.
10.3 The Target Group does not require any Intellectual Property Rights in order to carry on its business as conducted in shall be fully compensated by the 12 months prior to other party. Parties shall not, during or after the date expiry or termination of this deed Agreement, use the other than those rights party’s name (a) in or as the whole or part of its own trademarks, domain names and / or trade names; (b) in a manner which it is currently able may be confusing, misleading and / or deceptive; and (c) in a manner that disparages the other party.
5.6 Parties agree that this Agreement does not give rise to exerciseone Party having any legal or beneficial rights, without restrictiontitle, in relation interest or claim to Intellectual Property of the other Party. At all times, the Intellectual Property Rights which it owns and which it is currently licensed under the licences in particular, Brand Names of Licensed Business IPR detailed in the Disclosure Documentseach Party remain property of that Party.
10.4 The Target Group is entitled to use all Licensed Business IPR under licence for all purposes necessary to carry on its business.
10.5 Other than pursuant to the licences of Licensed Out IPR, no Target Group Company has granted and is not obliged to grant any licence, sub-licence, Encumbrance or assignment in respect of any of the Owned Business IPR or the Licensed Business IPR.
10.6 All confidential information (including know-how and trade secrets) owned or used by the Target Group has been kept confidential and has not been disclosed to third parties (other than parties who have signed written confidentiality undertakings in respect of such information, details of which are set out in the Disclosure Letter).
10.7 No Target Group Company has in the past three (3) years received written notice or otherwise become aware (and no person has otherwise threatened or otherwise asserted any claim) of any person:
(a) asserting that the use of any Business IPR by, or the activities of, a member of the Target Group infringed, misappropriated or otherwise violated the Intellectual Property Rights or other rights of any third party, or
(b) challenging the ownership, use, validity, enforceability or registrability of any Owned Business IPR, or
(c) making any unauthorised use of or infringing any Business IPR, or breaching confidence, passing off or doing any actionable act of unfair competition in relation to the business or assets of any Target Group Company.
10.8 So far as each Management Warrantor is aware, none of the activities of, or processes employed, or products, software or services dealt in, by the Target Group infringe the rights of any third party or breach confidence, nor make a Target Group Company liable to pay a fee or royalty.
10.9 All Business IPR will be available for use by the Target Group immediately following Closing (and thereafter) on substantially the same basis and at no greater cost as they were made available immediately prior to Closing.
Appears in 1 contract
Sources: Merchant Agreement
Intellectual Property Rights. 10.1 3.9.1 The Disclosure Documents include complete, accurate and current details of:
schedule attached hereto as Schedule K contains a list of all: (ai) all Owned Business IPR registered Intellectual Property Rights which are registered owned, possessed or used by Seller in the Business, or Intellectual Property Rights related to the Business licensed to Seller; (ii) unregistered Intellectual Property Rights material to the Business which are owned, possessed or used by Seller in the Business, or Intellectual Property Rights related to the Business licensed to Seller; and (iii) licenses and other rights (other than disclosure of confidential information pursuant to non disclosure agreements) granted by Seller to any third party (including applications any rights to indemnification) with respect to any Intellectual Property Rights and all licenses and other rights granted by any third party to Seller with respect to any Intellectual Property Rights (other than “shrink wrap” software licenses for registrationreadily available computer software);, in each case identifying the subject Intellectual Property Rights and the third party.
(b) 3.9.2 Seller has delivered to Purchaser correct and complete copies of all Owned Business IPR which are unregistered;
(c) all Licensed Business IPR and licencessuch patents, registrations, applications, licenses, agreements and permissions relating rights (as amended to date) and has made available to Purchaser correct and complete copies of all other written documentation evidencing ownership and prosecution (if applicable) of each such item. Seller owns, or has the Licensed Business IPR; and
(d) all Licensed Out IPR and all licences, agreements and permissions relating thereto.
10.2 All:
(a) Business IPR is either legally and beneficially owned solely by right to use pursuant to a Target Group Company or lawfully used with the consent of the owner under a written licence (details of which are set out in Disclosure Documents);
(b) Owned Business IPR is not subject to any Encumbrance or any licence or authority in favour of another;
(c) Material Owned Business IPR are valid, subsisting legal, binding and enforceable and nothing has been done, or not been done, as a result of license (which any of them has ceased or might cease to be valid, subsisting or enforceable and all renewal fees which are due and steps which are required for the maintenance and protection of all Material Owned Business IPR that is registered have been paid and taken;
(d) Material Owned Business IPR that is capable of registration and that a prudent businessman would have registered has been registered by a Target Group Company;
(e) licences relating to the Licensed Business IPR and Licensed Out IPR are in full force and effect, valid effect and binding, have has not been validly recorded breached by Seller or registered (where requiredby any other party thereto), have been complied with in all material respects and no notice or intention to terminate those licences has been given, and no claims have been made and no applications are pending which if pursued or granted might be material to the accuracy of any of the above part of this warranty.
10.3 The Target Group does not require any Intellectual Property Rights in order to carry on its business as conducted necessary for or used in the 12 months prior to operation of the date of this deed other than those rights which it is Business as currently able to exercise, without restriction, in relation conducted.
3.9.3 With respect to the Intellectual Property Rights which it owned by Seller, (i) Seller owns and which it is currently licensed under the licences shall convey and deliver to Purchaser at Closing, all right, title, and interest in and to all of Licensed Business IPR detailed in the Disclosure Documents.
10.4 The Target Group is entitled to use all Licensed Business IPR under licence for all purposes necessary to carry on its business.
10.5 Other than pursuant such Intellectual Property Rights related to the licences Business free and clear of Licensed Out IPRall Liens; (ii) such Intellectual Property Rights do not infringe any rights of any third parties; (iii) there have been no Claims against Seller asserting the invalidity, no Target Group Company has granted and is not obliged to grant any licence, sub-licence, Encumbrance misuse or assignment in respect unenforceability of any of the Owned Business IPR or the Licensed Business IPR.
10.6 All confidential information such Intellectual Property Rights; (including know-how and trade secretsiv) owned or used by the Target Group has been kept confidential and Seller has not been disclosed to third parties (other than parties who have signed written confidentiality undertakings in respect of such information, details of which are set out in the Disclosure Letter).
10.7 No Target Group Company has in the past three (3) years received written notice or otherwise become aware (and no person has otherwise threatened or otherwise asserted any claim) notices of any person:
(a) asserting that the use of any Business IPR interference, infringement or misappropriation by, or conflict with, any third party with respect to such Intellectual Property Rights or the activities of, a member conduct of the Target Group infringedBusiness; (v) to the Seller's knowledge, such Intellectual Property Rights have not been interfered with, infringed upon or misappropriated or otherwise violated by, any other persons; and (vi) the transactions contemplated by this Agreement (including the transfer of the Intellectual Property Rights to Purchaser) will not have any Material Adverse Effect on the Intellectual Property Rights. Without limiting any other provision of this § 3.9 and to Seller's knowledge, the conduct of the Business has not interfered with, infringed upon or other rights misappropriated, and does not interfere with, infringe upon or misappropriate, any Intellectual Property Rights of any third partyother persons, or
(b) challenging nor would any future conduct as presently contemplated by Seller’s present management interfere with, infringe upon or misappropriate, any of the ownership, use, validity, enforceability or registrability Intellectual Property Rights of any Owned Business IPRother persons.
3.9.4 To Seller's knowledge, or
(c) making any unauthorised use each employee or consultant of or infringing any Business IPRSeller who is, or breaching confidencehas been, passing off or doing any actionable act involved in the development of unfair competition in relation Intellectual Property Rights related to the business Business is bound by an appropriate form of confidentiality and intellectual property assignment agreement, and retains no rights (whether by contract, by operation of law or assets of otherwise) in or to any Target Group Company.
10.8 So far as each Management Warrantor is awaresuch Intellectual Property Rights. To the Seller's knowledge, none of the activities of, or processes employed, or products, software or services dealt in, by employees of Seller have improperly disclosed any Intellectual Property Rights related to the Target Group infringe the rights of Business to any third party or breach confidence, nor make a Target Group Company liable to pay a fee or royaltyperson.
10.9 All Business IPR 3.9.5 Subject to the terms hereof, as of Closing, Purchaser will be available for use by the Target Group immediately following Closing (and thereafter) on substantially have the same basis rights, titles and interest in the Intellectual Property Rights Seller owned or possessed or was entitled to prior to the Closing Date. Any of such Intellectual Property Rights that are, either at no greater cost as they were made available the date of this Agreement or immediately prior to Closing, exclusive to Seller shall, upon Closing, be exclusive to Purchaser.
Appears in 1 contract
Intellectual Property Rights. 10.1 The Disclosure Documents include complete, accurate and current details of:
(a) CCI does not own, have or possess the right to use any Intellectual Property Rights, including Trademarks, Patents, Copyrights, Domain Names, Inventions, and Software. Schedule 3.15(a) is a true, complete and correct list of all Owned Business IPR which are Patents, registered and unregistered Trademarks, registered Copyrights, Domain Names, Inventions and Software used or held for use by the Company. With respect to each item of the Intellectual Property Rights listed on Schedule 3.15(a) that is identified as owned by the Company and any Trade Secrets used or held for use by the Company (the “Company Trade Secrets”), (i) the Company is the sole owner of, and possesses all right, title and interest in and to, such Intellectual Property Rights, free and clear of any Liens, except for Permitted Liens, (ii) such item is not the subject of any pending or, to the Seller’s Knowledge, threatened Action challenging the validity, enforceability, registration, use or ownership of such item in the listed jurisdiction and (iii) no other Person has the right to use any such item, except pursuant to a Material Contract that has been identified and provided. The Company has taken all reasonable security measures (including applications entering into appropriate confidentiality and nondisclosure agreements with all Personnel and any other Persons with access to the Company Trade Secrets) to protect the secrecy, confidentiality and value of the Company Trade Secrets. To the Seller’s Knowledge, there has not been any breach by any party to any such confidentiality or nondisclosure agreement. To the Seller’s Knowledge, the Company Trade Secrets have not been disclosed by the Company to any Person other than Personnel who had a need to know and use the Company Trade Secrets in the course of performing services for registration);the Company.
(b) all Owned Business IPR which To the Seller’s Knowledge, the Company’s Intellectual Property Rights do not infringe upon, misappropriate or otherwise violate the intellectual property rights of any other Person. No proceedings are unregistered;pending or notices have been received by the Company since its incorporation alleging that the Company has engaged in any activity or conduct that infringes upon, misappropriates or otherwise violates any Intellectual Property Rights of another Person.
(c) all Licensed Business IPR and licences, agreements and permissions relating to the Licensed Business IPR; and
(d) all Licensed Out IPR and all licences, agreements and permissions relating thereto.
10.2 All:
(a) Business IPR is either legally and beneficially owned solely by a Target Group Company or lawfully used with the consent of the owner under a written licence (details of which are set out in Disclosure Documents);
(b) Owned Business IPR is not subject to any Encumbrance or any licence or authority in favour of another;
(c) Material Owned Business IPR are valid, subsisting and enforceable and nothing has been done, or not been done, as a result of which any of them has ceased or might cease to be valid, subsisting or enforceable and all renewal fees which are due and steps which are required for the maintenance and protection of all Material Owned Business IPR that is registered have been paid and taken;
(d) Material Owned Business IPR that is capable of registration and that a prudent businessman would have registered has been registered by a Target Group Company;
(e) licences relating to the Licensed Business IPR and Licensed Out IPR are in full force and effect, valid and binding, have been validly recorded or registered (where required), have been complied with in all material respects and no notice or intention to terminate those licences has been given, and no claims have been made and no applications are pending which if pursued or granted might be material to the accuracy of any of the above part of this warranty.
10.3 The Target Group does not require any Intellectual Property Rights in order to carry on its business as conducted in the 12 months prior to the date of this deed other than those rights which it is currently able to exercise, without restriction, in relation With respect to the Intellectual Property Rights which it owns and which it that are owned by the Company that are material to the Business (collectively, “Owned Intellectual Property”), to the Knowledge of the Seller, no Person has or is currently engaged in any activity that has infringed the Owned Intellectual Property. The Company has not exclusively licensed under the licences of Licensed Business IPR detailed in the Disclosure Documentsany Owned Intellectual Property to any Person.
10.4 The Target Group is entitled to use all Licensed Business IPR under licence for all purposes necessary to carry on its business.
10.5 Other than pursuant to (d) To the licences Knowledge of Licensed Out IPRthe Seller, no Target Group Owned Intellectual Property has been developed by any employee or consultant using, in whole or in part, without authorization or in derogation of any contractual restrictions, the Intellectual Property Rights of a third Person, including a former employer, and all current and former employees of, and consultants and subcontractors to, the Company has granted have executed an agreement or are subject to an agreement under which, in accordance with applicable Law, all rights, title and is not obliged to grant any licence, sub-licence, Encumbrance or assignment ownership in respect of any of the Owned Business IPR Intellectual Property have been validly assigned or transferred to the Licensed Business IPRCompany.
10.6 All confidential information (including know-how e) Schedule 3.15(e) is a true, correct and trade secretscomplete list of all (i) licenses by any Person of the Intellectual Property Rights to the Company (“In Licenses”), and (ii) licenses by the Company of the Intellectual Property Rights to any other Person (“Out Licenses” and together with In Licenses, collectively, the “Licenses”). Each such License is a binding agreement and in full force and effect in accordance with its terms except as such enforceability is affected by Bankruptcy Laws and Equitable Principles. Each License will continue to be valid, legally binding and enforceable and in full force and effect on identical terms subsequent to the consummation of the transactions contemplated herein. The Company is currently not in default of any License and there has not occurred any event or circumstance that with the giving of notice or lapse of time or both would constitute such a default on the part of the Company or to the Knowledge of the Seller any other party thereto. To the Knowledge of the Seller, no Person has engaged in any activity that infringes on any exclusive rights granted to the Company under any In License, and, to the Knowledge of the Seller, the Company, by utilizing the Intellectual Property Rights granted to it under any In License, is not infringing on the rights of any Person.
(f) Schedule 3.15(f) is a true, complete and correct list of all identifiable Information Technology owned or used by the Target Group has been kept confidential Company in connection with the Business. All of the Information Technology currently used by the Company and has not been disclosed required to third parties (other than parties who have signed written confidentiality undertakings in respect of such information, details of which are set out in carry on the Disclosure Letter).
10.7 No Target Group Company has in Business and fullfill the past three (3) years received written notice or otherwise become aware (Material Contracts and no person has otherwise threatened or otherwise asserted any claim) of any person:
(a) asserting that the use of any Business IPR Government Contracts is either owned by, or validly leased or licensed to, the activities ofCompany, a member and all such Information Technology is in good working condition and currently has, and after the Closing Date will have, the capability to fulfill the functions and requirements it was intended to, and currently performs, as necessary for the conduct of the Target Group infringed, misappropriated or otherwise violated the Intellectual Property Rights or other rights of any third party, or
(b) challenging the ownership, use, validity, enforceability or registrability of any Owned Business IPR, or
(c) making any unauthorised use of or infringing any Business IPR, or breaching confidence, passing off or doing any actionable act of unfair competition in relation to the business or assets of any Target Group CompanyBusiness.
10.8 So far as each Management Warrantor is aware, none of the activities of, or processes employed, or products, software or services dealt in, by the Target Group infringe the rights of any third party or breach confidence, nor make a Target Group Company liable to pay a fee or royalty.
10.9 All Business IPR will be available for use by the Target Group immediately following Closing (and thereafter) on substantially the same basis and at no greater cost as they were made available immediately prior to Closing.
Appears in 1 contract
Intellectual Property Rights. 10.1 The Disclosure Documents include completeA. Intellectual Property developed or otherwise acquired by Buyer or Seller prior to or outside the scope of this Order (“Background Intellectual Property”), accurate and current details of:
(a) all Owned Business IPR which are registered (including applications for registration);
(b) all Owned Business IPR which are unregistered;
(c) all Licensed Business IPR any Intellectual Property Rights therein, shall be owned by the party that developed or otherwise acquired the Background Intellectual Property and licences, agreements and permissions relating to the Licensed Business IPR; and
(d) all Licensed Out IPR and all licences, agreements and permissions relating theretoassociated rights.
10.2 All:
(a) Business IPR is either legally ▇. ▇▇▇▇▇▇ agrees to make prompt and beneficially owned solely by a Target Group Company complete written disclosure to Buyer of all inventions, data, designs, computer software and information conceived, made or lawfully used with the consent of the owner under a written licence (details of which are set out in Disclosure Documents);
(b) Owned Business IPR is not subject to any Encumbrance or any licence or authority in favour of another;
(c) Material Owned Business IPR are valid, subsisting and enforceable and nothing has been done, or not been done, developed as a result of which any of them has ceased or might cease to be valid, subsisting or enforceable work performed under this Order and all renewal fees which are due intellectual property rights therein (“Inventions”). ▇▇▇▇▇▇ agrees to keep necessary records supporting such Inventions and steps which are required discoveries and will furnish to Buyer upon request all such records.
C. All Inventions resulting from the work performed under this Order shall be the sole property of Buyer. Buyer shall have the full right to use such Inventions in any manner without any claim on the part of the Seller and without any duty to account to the Seller for such use. ▇▇▇▇▇▇ agrees to assign to Buyer any patent or patent application resulting from work performed under this Order, and to provide reasonable support for the maintenance Buyer's prosecution of such patent application. With respect to copyrightable works developed under this Order, ▇▇▇▇▇ and protection Seller agree that any such works which qualify as commissioned works under the Copyright Act are considered “works made for hire” with copyright ownership in Buyer; otherwise, Seller agrees to assign, and does hereby assign copyright ownership of all Material Owned Business IPR that is registered have been paid the works to Buyer. Seller shall not, unless otherwise authorized in writing by ▇▇▇▇▇, disclose to anyone other than Buyer any Inventions or other data developed under this Order or any data disclosed to Seller by Buyer and taken;shall not use such Inventions or data for any purpose other than the performance of this Order. Such Inventions or other data developed under this Order shall be considered Buyer Proprietary Information and marked as such by Seller.
(d) Material Owned Business IPR that is capable ▇. ▇▇▇▇▇▇ shall not include any Background Intellectual Property or any third party Intellectual Property in the PRODUCTS provided hereunder without the express written consent of registration Buyer. Seller hereby grants Buyer an unlimited, irrevocable, paid-up, royalty-free right and that a prudent businessman would have registered has been registered by a Target Group Company;
(e) licences relating license to the Licensed Business IPR and Licensed Out IPR are in full force and effect, valid and bindingmake, have been validly recorded or registered (where required)made, have been complied with in all material respects and no notice or intention to terminate those licences has been givensell, and no claims have been made and no applications are pending which if pursued or granted might be material to the accuracy of any of the above part of this warranty.
10.3 The Target Group does not require any Intellectual Property Rights in order to carry on its business as conducted in the 12 months prior to the date of this deed other than those rights which it is currently able to exercise, without restriction, in relation to the Intellectual Property Rights which it owns and which it is currently licensed under the licences of Licensed Business IPR detailed in the Disclosure Documents.
10.4 The Target Group is entitled to use all Licensed Business IPR under licence offer for all purposes necessary to carry on its business.
10.5 Other than pursuant to the licences of Licensed Out IPR, no Target Group Company has granted and is not obliged to grant any licence, sub-licence, Encumbrance or assignment in respect of any of the Owned Business IPR or the Licensed Business IPR.
10.6 All confidential information (including know-how and trade secrets) owned or used by the Target Group has been kept confidential and has not been disclosed to third parties (other than parties who have signed written confidentiality undertakings in respect of such information, details of which are set out in the Disclosure Letter).
10.7 No Target Group Company has in the past three (3) years received written notice or otherwise become aware (and no person has otherwise threatened or otherwise asserted any claim) of any person:
(a) asserting that the use of any Business IPR by, or the activities of, a member of the Target Group infringed, misappropriated or otherwise violated the Intellectual Property Rights or other rights of any third party, or
(b) challenging the ownershipsale, use, validityexecute, enforceability reproduce, display, perform, distribute (internally or registrability externally) copies of, and prepare derivative works of any Owned Business IPR, or
(c) making PRODUCTS hereunder and to use any unauthorised use of or infringing any Business IPR, or breaching confidence, passing off or doing any actionable act of unfair competition in relation to the business or assets of any Target Group Companyintellectual property rights owned by Seller therein.
10.8 So far as each Management Warrantor is awareE. This Order does not confer or grant, none in any manner whatsoever, any license or right under any patent, trademark, trade secret, mask work, copyright or other intellectual property right held by ▇▇▇▇▇, unless specifically set forth in the body of the activities of, or processes employed, or products, software or services dealt in, by the Target Group infringe the rights of any third party or breach confidence, nor make a Target Group Company liable to pay a fee or royaltyOrder.
10.9 All Business IPR will be available for use by the Target Group immediately following Closing (and thereafter) on substantially the same basis and at no greater cost as they were made available immediately prior to Closing.
Appears in 1 contract
Sources: General Provisions
Intellectual Property Rights. 10.1 The Disclosure Documents include complete, accurate and current details of:
(a) Exhibit C sets forth an accurate and complete list of all Owned Business IPR Indevus Intellectual Property that are Patents. For each of such Indevus Intellectual Property listed on Exhibit C, Seller has indicated (i) the countries in which such Patents are registered pending, allowed, granted or issued, (including ii) the patent or patent serial number, (iii) the scheduled expiration date of the issued patents, (iv) the scheduled expiration date of the pending patent applications for registration);once issued, and (v) the owner of such Patents.
(b) all Owned Business IPR which To the knowledge of Seller, each claim that has been issued or granted by the appropriate Patent Office, included in the relevant Indevus Intellectual Property that are unregistered;patents that covers a Product and generates the Royalties, is valid and enforceable.
(c) There are no unpaid maintenance or renewal fees payable by Seller to any third party that currently are overdue for any of the Indevus Intellectual Property that are Patents. No Indevus Intellectual Property that are Patents has lapsed or been abandoned, cancelled or expired. To the knowledge of Seller, each individual associated with the filing and prosecution of the Indevus Intellectual Property that are Patents, including the named inventors of the Indevus Intellectual Property that are Patents, has complied in all Licensed Business IPR material respects with all applicable duties of candor and licencesgood faith in dealing with any Patent Office, agreements and permissions relating including any duty to disclose to any Patent Office all information known to be material to the Licensed Business IPR; andpatentability of each of the Indevus Intellectual Property that are Patents (including any relevant prior art), in those jurisdictions where such duties exist.
(d) all Licensed Out IPR and all licences, agreements and permissions relating thereto.
10.2 All:
(a) Business IPR is either legally and beneficially owned solely by a Target Group Company or lawfully used with Subsequent to the consent issuance of the owner under a written licence (details Indevus Intellectual Property that are Patents, neither Seller nor, to the knowledge of which Seller, Counterparty, ▇▇▇▇▇▇ or Supernus has filed any disclaimer or made or permitted any other voluntary reduction in the scope of the Indevus Intellectual Property that are set out in Disclosure Documents);
(b) Owned Business IPR Patents. No allowable or allowed subject matter of the Indevus Intellectual Property that are Patents is not subject to any Encumbrance competing conception claims of allowable or allowed subject matter of any licence or authority in favour Patents of another;
(c) Material Owned Business IPR are valid, subsisting any third party and enforceable and nothing has been done, or have not been donethe subject of any interference, as a result of which any of them has ceased re-examination or might cease to be valid, subsisting or enforceable and all renewal fees which are due and steps which are required for the maintenance and protection of all Material Owned Business IPR that is registered have been paid and taken;
(d) Material Owned Business IPR that is capable of registration and that a prudent businessman would have registered has been registered by a Target Group Company;opposition proceedings.
(e) licences relating There is no pending or, to the Licensed Business IPR and Licensed Out IPR are in full force and effectknowledge of Seller, valid and bindingthreatened opposition, have been validly recorded interference, reexamination, injunction, claim, lawsuit, proceeding, hearing, investigation (by the International Trade Commission or registered (where requiredotherwise), have been complied with in all material respects and no notice or intention to terminate those licences has been givencomplaint, and no claims have been made and no applications are pending which if pursued or granted might be material to the accuracy of any of the above part of this warranty.
10.3 The Target Group does not require any Intellectual Property Rights in order to carry on its business as conducted in the 12 months prior to the date of this deed other than those rights which it is currently able to exercisearbitration, without restrictionmediation, in relation to the Intellectual Property Rights which it owns and which it is currently licensed under the licences of Licensed Business IPR detailed in the Disclosure Documents.
10.4 The Target Group is entitled to use all Licensed Business IPR under licence for all purposes necessary to carry on its business.
10.5 Other than pursuant to the licences of Licensed Out IPRdemand, no Target Group Company has granted and is not obliged to grant any licence, sub-licence, Encumbrance or assignment in respect of any of the Owned Business IPR or the Licensed Business IPR.
10.6 All confidential information (including know-how and trade secrets) owned or used by the Target Group has been kept confidential and has not been disclosed to third parties (other than parties who have signed written confidentiality undertakings in respect of such information, details of which are set out in the Disclosure Letter).
10.7 No Target Group Company has in the past three (3) years received written notice or otherwise become aware (and no person has otherwise threatened or otherwise asserted any claim) of any person:
(a) asserting that the use of any Business IPR by, or the activities of, a member of the Target Group infringed, misappropriated or otherwise violated the Intellectual Property Rights decree or other rights of any third partydispute, or
disagreement or claim (bcollectively, “Disputes”) challenging the ownership, uselegality, validity, enforceability or registrability ownership of any Owned Business IPRof the Indevus Intellectual Property or that could give rise to a credit against the payments due to Seller under the License Agreement for the use of the related Indevus Intellectual Property. There are no Disputes by any third party against Seller involving any Product. The Indevus Intellectual Property are not subject to any outstanding injunction, orjudgment, order, decree, ruling, change, settlement or other disposition of a Dispute.
(cf) making any unauthorised use To the knowledge of Seller, there is no pending or infringing any Business IPRthreatened, and no event has occurred or circumstance exists that (with or without notice or lapse of time, or breaching confidenceboth) could reasonably be expected to give rise to or serve as a basis for any, passing off action, suit or doing proceeding, or any actionable act of unfair competition in relation investigation or claim by any Person to which Seller or, to the business knowledge of Seller, to which Counterparty, ▇▇▇▇▇▇, Supernus or assets any of their respective Affiliates or Counterparty’s Sublicensees is or could be a party, that claims that the manufacture, use, marketing, sale or distribution of any Target Group Company.
10.8 So far as each Management Warrantor is aware, none Product by Counterparty or any of its Affiliates or Sublicensees pursuant to the activities of, License Agreement does or processes employed, could infringe on any patent or products, software or services dealt in, by the Target Group infringe the other intellectual property rights of any other Person. To the knowledge of Seller, there are no pending United States, international or foreign patent applications owned by any third party that, if issued, would limit or breach confidenceprohibit, in any material respect, the manufacture, use or sale of any Product by Seller, Counterparty or any of their respective sublicensees.
(g) Each of the Products is a Finished Product.
(h) To the knowledge of Seller, there is no third party infringing any Indevus Intellectual Property, nor make a Target Group Company liable to pay a fee or royaltyhas Seller received any notice under the License Agreement of infringement of any of the Indevus Intellectual Property.
10.9 All Business IPR will be available (i) Except for the patentability opinion dated July 9, 2008 of Pillsbury ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ LLP, the product clearance opinion dated July 9, 2008 of Pillsbury ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ LLP and the validity opinion dated August 18, 2008 of Pillsbury ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ LLP, Seller has not received and is not otherwise in possession of any written legal opinion concerning or with respect to any third party intellectual property rights relating to the Products, including any freedom-to-operate, product clearance, patentability or right-to-use by opinion.
(j) Each of Indevus and, to the Target Group immediately following Closing (and thereafter) on substantially knowledge of Indevus, Counterparty has taken all reasonable precautions to protect the same basis and at no greater cost as they were made available immediately prior to Closingsecrecy, confidentiality and/or value of the Indevus Know-How.
Appears in 1 contract
Sources: Purchase and Sale Agreement (Indevus Pharmaceuticals Inc)
Intellectual Property Rights. 10.1 The Disclosure Documents include completeOnline Services and their entire contents, accurate features and current details of:
(a) all Owned Business IPR which are registered functionality (including applications for registration);
(bbut not limited to all information, software, text, displays, images, video and audio, and the design, selection, and arrangement thereof) all Owned Business IPR which are unregistered;
(c) all Licensed Business IPR owned by ▇▇▇▇▇▇, its licensors, or other providers of such material and licencesare protected by United States and international copyright, agreements trademark, patent, trade secret and permissions relating other intellectual property or proprietary rights laws. Notwithstanding the foregoing, between you and Potter, information that you submit or upload to the Licensed Business IPR; and
Online Services or that is accessible on the Online Services through the Potter products or systems you install and connect to the Online Services as a Potter dealer, including, without limitation, custom programming databases, panel activity, end user information, and testing results (d) “ Dealer Data”), is owned by you, but remains subject to our Privacy Policy when accessible through the Online Services. You consent to all Licensed Out IPR actions we take with respect to your information consistent with these Terms of Use and all licencesour Privacy Policy. You hereby ▇▇▇▇▇ ▇▇▇▇▇▇ a world-wide, agreements royalty-free, non-exclusive, and permissions relating thereto.
10.2 All:
(a) Business IPR is either legally irrevocable license to access and beneficially owned solely by use Dealer Data in an aggregate and de-identified manner. Further, you hereby ▇▇▇▇▇ ▇▇▇▇▇▇ a Target Group Company world-wide, royalty-free, non-exclusive, and irrevocable license to access and use historical, usage, connectivity and other reported data generated from your Potter products or lawfully used systems to share such data with the consent your end users or owners of the owner under a written licence (details building with such Potter products or systems upon request. You represent and warrant that you have obtained, and will maintain at all times, all third-party permissions, rights, and consents required to license such Dealer Data to Potter as contemplated by these Terms of which Use. You acknowledge and agree that you are set out in Disclosure Documents);
(b) Owned Business IPR is responsible for the completeness and accuracy of the Dealer Data that you submit or upload to the Online Services and that ▇▇▇▇▇▇ may rely on such Dealer Data. These Terms of Use permit you to use the Online Services solely to view information about the products and services offered by ▇▇▇▇▇▇ for your informational use or as expressly authorized by ▇▇▇▇▇▇. You must not subject to any Encumbrance or any licence or authority in favour of another;
(c) Material Owned Business IPR are validreproduce, subsisting and enforceable and nothing has been donedistribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store, or not been done, as a result of which any of them has ceased or might cease to be valid, subsisting or enforceable and all renewal fees which are due and steps which are required for the maintenance and protection of all Material Owned Business IPR that is registered have been paid and taken;
(d) Material Owned Business IPR that is capable of registration and that a prudent businessman would have registered has been registered by a Target Group Company;
(e) licences relating to the Licensed Business IPR and Licensed Out IPR are in full force and effect, valid and binding, have been validly recorded or registered (where required), have been complied with in all material respects and no notice or intention to terminate those licences has been given, and no claims have been made and no applications are pending which if pursued or granted might be material to the accuracy of transmit any of the above material on our Online Services, except as follows: • Your computer may temporarily store copies of such materials in RAM incidental to your accessing and viewing those materials. • You may store files that are automatically cached by your Web browser for display enhancement purposes. • You may print or download one copy of a reasonable number of pages of the Online Services for your own non-commercial use and not for further reproduction, publication, or distribution. • If we provide desktop, mobile, or other applications for download, including, without limitation, the App, you may download a single copy to your computer or mobile device solely for your own non-commercial use, provided you agree to be bound by our end user license agreement for such applications. • If we provide social media features with certain content, you may take such actions as are enabled by such features. You must not: • Modify copies of any materials from the Online Services. • Use any illustrations, photographs, video or audio sequences, or any graphics separately from the accompanying text. • Delete or alter any copyright, trademark, or other proprietary rights notices from copies of materials from the Online Services. If you print, copy, modify, download, or otherwise use or provide any other person with access to any part of this warranty.
10.3 The Target Group does not require the Online Services in breach of the Terms of Use, your right to use the Online Services will stop immediately and you must, at our option, return or destroy any Intellectual Property Rights copies of the materials you have in order your possession or control. Nothing contained on the Online Services should be construed as granting, by implication or otherwise, any license or right to carry use any trademark displayed on the Online Services without the prior express written permission of Potter. Your misuse of the trademarked name or logo of Potter, or any menus, labels, or other content of the Online Services, is strictly prohibited. You are also advised that ▇▇▇▇▇▇ will aggressively enforce its business as conducted in the 12 months prior intellectual property rights to the date fullest extent of this deed other than those the law, including seeking criminal prosecution. ▇▇▇▇▇▇ reserves all rights which it is currently able to exercise, without restriction, in relation pertaining to the Intellectual Property Rights which it owns and which it is currently licensed under the licences of Licensed Business IPR detailed in the Disclosure DocumentsOnline Services.
10.4 The Target Group is entitled to use all Licensed Business IPR under licence for all purposes necessary to carry on its business.
10.5 Other than pursuant to the licences of Licensed Out IPR, no Target Group Company has granted and is not obliged to grant any licence, sub-licence, Encumbrance or assignment in respect of any of the Owned Business IPR or the Licensed Business IPR.
10.6 All confidential information (including know-how and trade secrets) owned or used by the Target Group has been kept confidential and has not been disclosed to third parties (other than parties who have signed written confidentiality undertakings in respect of such information, details of which are set out in the Disclosure Letter).
10.7 No Target Group Company has in the past three (3) years received written notice or otherwise become aware (and no person has otherwise threatened or otherwise asserted any claim) of any person:
(a) asserting that the use of any Business IPR by, or the activities of, a member of the Target Group infringed, misappropriated or otherwise violated the Intellectual Property Rights or other rights of any third party, or
(b) challenging the ownership, use, validity, enforceability or registrability of any Owned Business IPR, or
(c) making any unauthorised use of or infringing any Business IPR, or breaching confidence, passing off or doing any actionable act of unfair competition in relation to the business or assets of any Target Group Company.
10.8 So far as each Management Warrantor is aware, none of the activities of, or processes employed, or products, software or services dealt in, by the Target Group infringe the rights of any third party or breach confidence, nor make a Target Group Company liable to pay a fee or royalty.
10.9 All Business IPR will be available for use by the Target Group immediately following Closing (and thereafter) on substantially the same basis and at no greater cost as they were made available immediately prior to Closing.
Appears in 1 contract
Sources: Terms of Use
Intellectual Property Rights. 10.1 The Disclosure Documents include complete, accurate and current details of:
(a) The Company and/or the Subsidiaries own all Owned Business IPR which are registered right, title and interest in and to, or have valid licenses to use, all Intellectual Property. To the Knowledge of the Company and each Seller, (including applications i) none of the Intellectual Property owned by the Company or any Subsidiary has been wrongfully used, disclosed or appropriated to the detriment of the Company or any Subsidiary for registration);the benefit of any other Person; and (ii) no employee, independent contractor or agent of any Seller, the Company, or any Subsidiary has misappropriated any trade secrets or other confidential information of any other Person in the course of the performance of his or her duties as an employee, independent contractor or agent of such Seller, the Company, or any Subsidiary.
(b) all Owned Business IPR which are unregistered;Neither the Company nor any Seller has any Knowledge of, or has received any notice alleging, that the Company or any Subsidiary has violated or infringed any intellectual property rights of any other Person. To the Knowledge of the Company and each Seller, no third party is challenging the Company's or any Subsidiary's ownership or use of, or the validity or enforceability of, any Intellectual Property owned by the Company or any Subsidiary. To the Knowledge of the Company and each Seller, no third party is infringing upon or violating any of the Intellectual Property owned by the Company or any Subsidiary.
(c) Section 4.13(c) of the Disclosure Schedule sets forth a true, accurate, complete and current list of all Licensed Business IPR patents, patents pending, trademark/service ▇▇▇▇ applications and licencesregistrations, copyright applications and registrations, domain name registrations that are owned by the Company or any Subsidiary, and agreements and permissions relating pertaining to the Licensed Business IPR; and
Intellectual Property (d) all Licensed Out IPR other than "shrink-wrap" or "click through" agreements). All renewal fees, maintenance fees, and all licences, agreements and permissions relating thereto.
10.2 All:
(a) Business IPR is either legally and beneficially other fees in respect of the material Intellectual Property owned solely by a Target Group the Company or lawfully used with the consent of the owner under a written licence (details of which are set out in Disclosure Documents);
(b) Owned Business IPR is not subject to any Encumbrance Subsidiary that have fallen due on or any licence or authority in favour of another;
(c) Material Owned Business IPR are valid, subsisting and enforceable and nothing has been done, or not been done, as a result of which any of them has ceased or might cease to be valid, subsisting or enforceable and all renewal fees which are due and steps which are required for the maintenance and protection of all Material Owned Business IPR that is registered have been paid and taken;
(d) Material Owned Business IPR that is capable of registration and that a prudent businessman would have registered has been registered by a Target Group Company;
(e) licences relating to the Licensed Business IPR and Licensed Out IPR are in full force and effect, valid and binding, have been validly recorded or registered (where required), have been complied with in all material respects and no notice or intention to terminate those licences has been given, and no claims have been made and no applications are pending which if pursued or granted might be material to the accuracy of any of the above part of this warranty.
10.3 The Target Group does not require any Intellectual Property Rights in order to carry on its business as conducted in the 12 months prior to the date of this deed Agreement (and the Closing Date) have been (and as of the Closing Date will have been) paid in full except to the extent that Company or Sellers have intentionally abandoned or otherwise failed to maintain such Intellectual Property. The consummation of the transactions contemplated hereby will not materially alter or impair any of the Company's or any Subsidiary's rights in or to any Intellectual Property.
(d) Neither the Company nor any Subsidiary is under any obligation to pay royalties or other than those payments in connection with any agreement, nor is it restricted from assigning its rights which respecting Intellectual Property, nor will it is currently able to exercisebe, without restrictionas a result of the execution, delivery, or performance of this Agreement and the transactions contemplated hereby, in relation breach of any agreement relating to the Intellectual Property Rights which it owns Property. The Company and which it each Subsidiary is in material compliance with all license or other agreements pertaining to the Intellectual Property.
(e) Other than as part of the Business, neither any Seller nor, to the Knowledge of the Company, any third party has used or currently licensed under the licences of Licensed Business IPR detailed uses any Trademarks or any other trademark or service ▇▇▇▇ containing "Bicycle" in connection with goods or services identical or similar to, or otherwise in competition with, those provided in the Disclosure DocumentsBusiness.
10.4 The Target Group (f) Section 4.13(f) of the Disclosure Schedule sets forth a true, accurate, complete and current list of all Software used in the operation of the Business. No unlicensed copies of any mass market Software that is entitled available in consumer retail stores or otherwise commercially available and subject to use all Licensed Business IPR under licence for all purposes necessary to carry "shrink-wrap" or "click-through" license agreements are installed on its business.
10.5 Other than pursuant to the licences of Licensed Out IPR, no Target Group Company has granted and is not obliged to grant any licence, sub-licence, Encumbrance or assignment in respect of any of the Owned Business IPR Company's or the Licensed Business IPRany Subsidiary's computers or computer systems.
10.6 All confidential information (including know-how and trade secrets) owned or used by the Target Group has been kept confidential and has not been disclosed to third parties (other than parties who have signed written confidentiality undertakings in respect of such information, details of which are set out in the Disclosure Letter).
10.7 No Target Group Company has in the past three (3) years received written notice or otherwise become aware (and no person has otherwise threatened or otherwise asserted any claim) of any person:
(a) asserting that the use of any Business IPR by, or the activities of, a member of the Target Group infringed, misappropriated or otherwise violated the Intellectual Property Rights or other rights of any third party, or
(b) challenging the ownership, use, validity, enforceability or registrability of any Owned Business IPR, or
(c) making any unauthorised use of or infringing any Business IPR, or breaching confidence, passing off or doing any actionable act of unfair competition in relation to the business or assets of any Target Group Company.
10.8 So far as each Management Warrantor is aware, none of the activities of, or processes employed, or products, software or services dealt in, by the Target Group infringe the rights of any third party or breach confidence, nor make a Target Group Company liable to pay a fee or royalty.
10.9 All Business IPR will be available for use by the Target Group immediately following Closing (and thereafter) on substantially the same basis and at no greater cost as they were made available immediately prior to Closing.
Appears in 1 contract
Intellectual Property Rights. 10.1 The Disclosure Documents include completeService is protected by copyright laws and international copyright treaties, accurate as well as other intellectual property laws and current details of:
(a) treaties. All title, including but not limited to copyrights, names, trademarks, trade names, service marks or any other identifying characteristics, in and to the Service and any copies thereof are proprietary intellectual property owned by TCT and/or its suppliers. This Service Agreement only grants you the limited right to use the Service under the terms and restrictions specified in this Service Agreement. You do not, and will not, acquire any other right, title or interest in any Service, which will at all Owned Business IPR times remain the exclusive property of TCT or the applicable third party licensor to TCT. All title and intellectual property rights in and to the content which may be accessed through use of the Service is the property of the respective content owner and may be protected by applicable copyright or other intellectual property laws and treaties. This Service grants you no rights to use such content. All rights not expressly granted are reserved by TCT. You acknowledge and agree that TCT shall be the sole owner of any enhancements, updates, or derivatives of the Service, which are registered developed by TCT during and after the term of this Service Agreement. Without limiting the foregoing, you expressly acknowledge and agree that TCT shall be the sole owner of any newly-developed intellectual property including but not limited to (including applications for registration);
i) newly-developed, revised, or modified source code and (bii) all Owned Business IPR which inventions where such are unregistered;
(c) all Licensed Business IPR and licences, agreements and permissions relating related in any way to the Licensed Business IPR; and
(d) all Licensed Out IPR Service or TCT’s general business, regardless of whether such are developed, revised, or modified in response to your requests, suggestions, or ideas, even if performed and all licencespaid for by you. During the term of this Service Agreement and thereafter, agreements and permissions relating thereto.
10.2 All:
(a) Business IPR is either legally and beneficially owned solely by a Target Group Company or lawfully used with you shall not assert the consent invalidity of the owner under a written licence (details of which are set out in Disclosure Documents);
(b) Owned Business IPR is not subject to any Encumbrance or any licence or authority in favour of another;
(c) Material Owned Business IPR are valid, subsisting and enforceable and nothing has been doneTCT intellectual property right over the Service, or contest TCT’s right, title or interest therein and thereto, and you shall not been donecause, as a result of which influence, or assist in any of them has ceased manner whatsoever, any other party to make any such assertions or might cease contest. TCT, and its licensors, reserve the right to change suspend, remove, or disable access to the Service at any time without notice. In no event will TCT be valid, subsisting or enforceable and all renewal fees which are due and steps which are required liable for the maintenance and protection removal of all Material Owned Business IPR that is registered have been paid and taken;
(d) Material Owned Business IPR that is capable or disabling of registration and that a prudent businessman would have registered has been registered by a Target Group Company;
(e) licences relating access to the Licensed Business IPR and Licensed Out IPR are in full force and effect, valid and binding, have been validly recorded or registered (where required), have been complied with in all material respects and no notice or intention to terminate those licences has been given, and no claims have been made and no applications are pending which if pursued or granted might be material to the accuracy of any of the above part of this warranty.
10.3 The Target Group does not require any Intellectual Property Rights in order to carry Service. TD&P may also impose limits on its business as conducted in the 12 months prior to the date of this deed other than those rights which it is currently able to exercise, without restriction, in relation to the Intellectual Property Rights which it owns and which it is currently licensed under the licences of Licensed Business IPR detailed in the Disclosure Documents.
10.4 The Target Group is entitled to use all Licensed Business IPR under licence for all purposes necessary to carry on its business.
10.5 Other than pursuant to the licences of Licensed Out IPR, no Target Group Company has granted and is not obliged to grant any licence, sub-licence, Encumbrance or assignment in respect of any of the Owned Business IPR or the Licensed Business IPR.
10.6 All confidential information (including know-how and trade secrets) owned or used by the Target Group has been kept confidential and has not been disclosed to third parties (other than parties who have signed written confidentiality undertakings in respect of such information, details of which are set out in the Disclosure Letter).
10.7 No Target Group Company has in the past three (3) years received written notice or otherwise become aware (and no person has otherwise threatened or otherwise asserted any claim) of any person:
(a) asserting that the use of any Business IPR by, or the activities of, a member access to certain functionalities of the Target Group infringedService, misappropriated in any case and without notice or otherwise violated the Intellectual Property Rights or other rights of any third party, or
(b) challenging the ownership, use, validity, enforceability or registrability of any Owned Business IPR, or
(c) making any unauthorised use of or infringing any Business IPR, or breaching confidence, passing off or doing any actionable act of unfair competition in relation to the business or assets of any Target Group Companyliability.
10.8 So far as each Management Warrantor is aware, none of the activities of, or processes employed, or products, software or services dealt in, by the Target Group infringe the rights of any third party or breach confidence, nor make a Target Group Company liable to pay a fee or royalty.
10.9 All Business IPR will be available for use by the Target Group immediately following Closing (and thereafter) on substantially the same basis and at no greater cost as they were made available immediately prior to Closing.
Appears in 1 contract
Sources: Latch Service Agreement
Intellectual Property Rights. 10.1 The Disclosure Documents include complete8.1 Except as expressly granted in this Agreement, accurate IronSource Display retains all right, title and current details ofinterest in and to the Platforms, the IronSource Display Ad Units and the IronSource Display Marks and any derivatives thereof, including any Intellectual Property Rights therein (together, the “IronSource Display Property”). All use of the IronSource Display Property will inure to the benefit of IronSource Display and you will not: (i) contest, or assist others to contest IronSource Display’s rights or interests in and to the IronSource Display Property or the validity of IronSource Display’s rights in and to the IronSource Display Property and all applications, registrations or other legally recognized interests therein, or (ii) seek to register, record, obtain or attempt to pursue any Proprietary Rights or protections in or to the IronSource Display Property. All rights in and to the IronSource Display Property which are not expressly granted herein are reserved by us.
8.2 Except as expressly granted in this Agreement, you retain all right, title and interest in and to the Publisher Materials, as applicable and any derivatives thereof, including any Proprietary Rights therein (together, the “Publisher Property”). All use of the Publisher Property shall inure to our benefit and we will not:
(ai) contest, or assist others to contest, your rights or interests in and to the Publisher Property or the validity of your rights in and to the Publisher Property and all Owned Business IPR applications, registrations or other legally recognized interests therein, or (ii) seek to register, record, obtain or attempt to pursue any Proprietary rights or protections in or to the Publisher Property. All rights in the Publisher Property which are registered (including applications for registration);
(b) all Owned Business IPR which not expressly granted herein are unregistered;
(c) all Licensed Business IPR and licences, agreements and permissions relating to the Licensed Business IPR; and
(d) all Licensed Out IPR and all licences, agreements and permissions relating theretoreserved by you.
10.2 All:
(a) Business IPR is either legally and beneficially owned solely by a Target Group Company or lawfully used with the consent of the owner under a written licence (details of which are set out in Disclosure Documents);
(b) Owned Business IPR is not subject to any Encumbrance or any licence or authority in favour of another;
(c) Material Owned Business IPR are valid, subsisting and enforceable and nothing has been done, or not been done, as a result of which any of them has ceased or might cease to be valid, subsisting or enforceable and all renewal fees which are due and steps which are required for the maintenance and protection of all Material Owned Business IPR that is registered have been paid and taken;
(d) Material Owned Business IPR that is capable of registration and that a prudent businessman would have registered has been registered by a Target Group Company;
(e) licences relating to the Licensed Business IPR and Licensed Out IPR are in full force and effect, valid and binding, have been validly recorded or registered (where required), have been complied with in all material respects and no notice or intention to terminate those licences has been given, and no claims have been made and no applications are pending which if pursued or granted might be material to the accuracy of any of the above part of this warranty.
10.3 The Target Group does not require 8.3 Neither party shall assert any Intellectual Property Rights in order to carry on its business as conducted in the 12 months prior or to the date other party’s Content, materials or any element, derivation, adaptation, variation or name thereof. Neither party shall have the right to remove, obscure or alter any notices of this deed other than those rights which it is currently able to exercise, without restriction, in relation to the Intellectual Property Rights which it owns and which it is currently licensed under the licences of Licensed Business IPR detailed in the Disclosure Documents.
10.4 The Target Group is entitled to use all Licensed Business IPR under licence for all purposes necessary to carry on its business.
10.5 Other than pursuant to the licences of Licensed Out IPR, no Target Group Company has granted and is not obliged to grant any licence, sub-licence, Encumbrance or assignment in respect of any of the Owned Business IPR or the Licensed Business IPR.
10.6 All confidential information (including know-how and trade secrets) owned or used by the Target Group has been kept confidential and has not been disclosed to third parties (other than parties who have signed written confidentiality undertakings in respect of such information, details of which are set out in the Disclosure Letter).
10.7 No Target Group Company has in the past three (3) years received written notice or otherwise become aware (and no person has otherwise threatened or otherwise asserted any claim) of any person:
(a) asserting that the use of any Business IPR by, or the activities of, a member of the Target Group infringed, misappropriated or otherwise violated the Intellectual Property Rights or other rights of disclaimers appearing in or on any third party, or
(b) challenging the ownership, use, validity, enforceability Content or registrability of any Owned Business IPR, or
(c) making any unauthorised use of or infringing any Business IPR, or breaching confidence, passing off or doing any actionable act of unfair competition in relation to the business or assets of any Target Group Company.
10.8 So far as each Management Warrantor is aware, none of the activities of, or processes employed, or products, software or services dealt in, materials provided by the Target Group infringe the rights of any third party or breach confidence, nor make a Target Group Company liable to pay a fee or royaltyother party.
10.9 All Business IPR will be available for use by the Target Group immediately following Closing (and thereafter) on substantially the same basis and at no greater cost as they were made available immediately prior to Closing.
Appears in 1 contract
Intellectual Property Rights. 10.1 The Disclosure Documents include complete, accurate and current details of:
(a) At or prior to the Closing, ESK shall provide Gateway with a list of all Owned Business IPR which are registered (including of ESK's federal, state and foreign patents, inventions and discoveries that may be patentable, copyrights, trade names, trademarks, service marks and all pending applications for registrationany patents or other intellectual property rights or in which ESK has any interest whatsoever and all other trade secrets, know-how, confidential information, customer lists, software, technical information, data, plans, drawings and blueprints and intellectual property rights, whether or not registered, created or used by or on behalf of ESK, in each case relating to its business (collectively, "ESK Intellectual Property Rights");.
(b) all Owned Business IPR No person has a right to receive a royalty or similar payment in respect of any ESK Intellectual Property Rights. ESK does not have any licenses granted, sold or otherwise transferred by or to it or other agreements to which are unregistered;it is a party, relating in whole or in part to any of ESK Intellectual Property Rights, except as ESK has previously advised Gateway.
(c) ESK Intellectual Property Rights are all Licensed Business IPR those necessary for the operation of the business of ESK as it is currently conducted. ESK is the owner of all right, title, and licencesinterest in and to ESK Intellectual Property Rights, free and clear of all liens, security interests, charges, encumbrances and other adverse claims, and has the right to use without payment to a third party all of ESK Intellectual Property Rights. All employees of ESK that work with or have access to ESK Intellectual Property Rights have signed nondisclosure agreements and permissions relating to the Licensed Business IPR; andintellectual property agreements.
(d) all Licensed Out IPR and all licences, agreements and permissions relating thereto.
10.2 All:
(a) Business IPR is either legally and beneficially owned solely by a Target Group Company or lawfully used with the consent None of the owner under a written licence (details of which are set out in Disclosure Documents);
(b) Owned Business IPR is not subject to any Encumbrance or any licence or authority in favour of another;
(c) Material Owned Business IPR are valid, subsisting and enforceable and nothing has been done, or not been done, as a result of which any of them has ceased or might cease to be valid, subsisting or enforceable and all renewal fees which are due and steps which are required for the maintenance and protection of all Material Owned Business IPR that is registered have been paid and taken;
(d) Material Owned Business IPR that is capable of registration and that a prudent businessman would have registered has been registered by a Target Group Company;
(e) licences relating to the Licensed Business IPR and Licensed Out IPR are in full force and effect, valid and binding, have been validly recorded or registered (where required), have been complied with in all material respects and no notice or intention to terminate those licences has been given, and no claims have been made and no applications are pending which if pursued or granted might be material to the accuracy of any of the above part of this warranty.
10.3 The Target Group does not require any ESK Intellectual Property Rights is involved in order any pending or threatened litigation, nor has been the subject of any interference, opposition or cancellation proceedings. ESK has not received any notice of invalidity or infringement of any rights of others with respect to carry on its business as conducted in the 12 months prior ESK Intellectual Property Rights. ESK has taken all reasonable and prudent steps to the date of this deed other than those rights which it is currently able to exercise, without restriction, in relation to the protect ESK Intellectual Property Rights which it owns and which it is currently licensed under the licences of Licensed Business IPR detailed in the Disclosure Documents.
10.4 from infringement by any other firm, corporation, entity or person. The Target Group is entitled to use all Licensed Business IPR under licence for all purposes necessary to carry on its business.
10.5 Other than pursuant to the licences of Licensed Out IPR, no Target Group Company has granted and is not obliged to grant any licence, sub-licence, Encumbrance or assignment in respect of any of the Owned Business IPR or the Licensed Business IPR.
10.6 All confidential information (including know-how and trade secrets) owned or used by the Target Group has been kept confidential and has not been disclosed to third parties (other than parties who have signed written confidentiality undertakings in respect of such information, details of which are set out in the Disclosure Letter).
10.7 No Target Group Company has in the past three (3) years received written notice or otherwise become aware (and no person has otherwise threatened or otherwise asserted any claim) of any person:
(a) asserting that the use of any Business IPR by, or the activities of, a member of the Target Group infringed, misappropriated or otherwise violated the ESK Intellectual Property Rights by ESK is not infringing upon or other rights of any third party, or
(b) challenging the ownership, use, validity, enforceability or registrability of any Owned Business IPR, or
(c) making any unauthorised use of or infringing any Business IPR, or breaching confidence, passing off or doing any actionable act of unfair competition in relation to the business or assets of any Target Group Company.
10.8 So far as each Management Warrantor is aware, none of the activities of, or processes employed, or products, software or services dealt in, by the Target Group infringe otherwise violating the rights of any third party in or breach confidenceto such ESK Intellectual Property Rights, nor make has any third party alleged any such infringement. All of ESK Intellectual Property Rights are valid and enforceable rights of ESK or a Target Group Company liable subsidiary and will not cease to pay a fee be valid and in full force and effect by reason of the execution, delivery and performance of this Agreement or royaltythe consummation of the transactions contemplated by this Agreement. To the knowledge of either Shareholder, there is no infringement by any third party of ESK Intellectual Property Rights.
10.9 All Business IPR will be available for use by the Target Group immediately following Closing (and thereafter) on substantially the same basis and at no greater cost as they were made available immediately prior to Closing.
Appears in 1 contract
Sources: Share Exchange Agreement (Gateway International Holdings Inc)
Intellectual Property Rights. 10.1 The Disclosure Documents include completeSeller shall retain sole and exclusive ownership of all intellectual property rights in all trade secrets, accurate patents, proprietary information, and current details other knowledge or information it has created or acquired from third parties and has used in this quotation. Seller shall also retain sole and exclusive ownership of all intellectual property in all trade secrets, patents, proprietary information, and other knowledge or information that Seller generates in the performance of this quotation or resulting purchase order or contract. Seller will defend ▇▇▇▇▇ from and against any claim that goods or services infringe or misappropriate a third party’s United States intellectual property rights, including but not limited to, patents, copyrights, and trademarks. Seller’s obligation to defend is subject to Buyer’s: (1) giving Seller prompt written notice of any such claim, demand, or action within fifteen (15) days after Buyer becomes aware of the same; (2) allowing Seller to conduct the defense of the claim, including negotiations for settlement or compromise, provided that Buyer may (but will not be required to do so) participate in such defense through separate counsel selected by Buyer at its sole expense; and (3) providing Seller with full information and reasonable assistance in conducting the defense of the claim at Seller’s expense. Seller will not defend Buyer to the extent such infringement arises as a result of:
: (a) all Owned Business IPR which are registered (including applications for registration);
the modification or alteration of the goods or services by anyone other than Seller or a person or entity working on Seller’s behalf; (b) all Owned Business IPR which are unregistered;
use of the goods or services in connection or in combination with equipment, devices, or software not supplied, approved, or recommended by Seller; or (c) all Licensed Business IPR and licences, agreements and permissions relating to the Licensed Business IPR; and
(d) all Licensed Out IPR and all licences, agreements and permissions relating thereto.
10.2 All:
(a) Business IPR is either legally and beneficially owned solely by a Target Group Company or lawfully used with the consent use of the owner under goods and services in a manner not in accordance with this quotation or resulting purchase order or contract. Seller will not be responsible for any settlement reached by Buyer without Seller’s prior written licence (details of which are set out in Disclosure Documents);
(b) Owned Business IPR is not subject consent. The foregoing provision states ▇▇▇▇▇▇’s entire liability and ▇▇▇▇▇’s exclusive remedy with respect to any Encumbrance action based on ▇▇▇▇▇▇’s alleged infringement or any licence or authority in favour of another;
(c) Material Owned Business IPR are valid, subsisting and enforceable and nothing has been done, or not been done, as a result of which any of them has ceased or might cease to be valid, subsisting or enforceable and all renewal fees which are due and steps which are required for the maintenance and protection of all Material Owned Business IPR that is registered have been paid and taken;
(d) Material Owned Business IPR that is capable of registration and that a prudent businessman would have registered has been registered by a Target Group Company;
(e) licences relating to the Licensed Business IPR and Licensed Out IPR are in full force and effect, valid and binding, have been validly recorded or registered (where required), have been complied with in all material respects and no notice or intention to terminate those licences has been given, and no claims have been made and no applications are pending which if pursued or granted might be material to the accuracy of any misappropriation of the above part of this warranty.
10.3 The Target Group does not require any Intellectual Property Rights in order to carry on its business as conducted in the 12 months prior to the date of this deed other than those rights which it is currently able to exercise, without restriction, in relation to the Intellectual Property Rights which it owns and which it is currently licensed under the licences of Licensed Business IPR detailed in the Disclosure Documents.
10.4 The Target Group is entitled to use all Licensed Business IPR under licence for all purposes necessary to carry on its business.
10.5 Other than pursuant to the licences of Licensed Out IPR, no Target Group Company has granted and is not obliged to grant any licence, sub-licence, Encumbrance or assignment in respect of any of the Owned Business IPR or the Licensed Business IPR.
10.6 All confidential information (including know-how and trade secrets) owned or used by the Target Group has been kept confidential and has not been disclosed to third parties (other than parties who have signed written confidentiality undertakings in respect of such information, details of which are set out in the Disclosure Letter).
10.7 No Target Group Company has in the past three (3) years received written notice or otherwise become aware (and no person has otherwise threatened or otherwise asserted any claim) of any person:
(a) asserting that the use of any Business IPR by, or the activities of, a member of the Target Group infringed, misappropriated or otherwise violated the Intellectual Property Rights or other intellectual property rights of any a third party, or
(b) challenging the ownership, use, validity, enforceability or registrability of any Owned Business IPR, or
(c) making any unauthorised use of or infringing any Business IPR, or breaching confidence, passing off or doing any actionable act of unfair competition in relation to the business or assets of any Target Group Company.
10.8 So far as each Management Warrantor is aware, none of the activities of, or processes employed, or products, software or services dealt in, by the Target Group infringe the rights of any third party or breach confidence, nor make a Target Group Company liable to pay a fee or royalty.
10.9 All Business IPR will be available for use by the Target Group immediately following Closing (and thereafter) on substantially the same basis and at no greater cost as they were made available immediately prior to Closing.
Appears in 1 contract
Intellectual Property Rights. 10.1 The Disclosure Documents include complete4.11.1 Schedule 4.11 identifies and provides a brief description of all Intellectual Property owned by Connetics. Connetics is the beneficial owner of all right, accurate title and current details interest in the Intellectual Property and the registered owner of all right, title and interest in the items listed on Schedule 4.11, and has the right to use, license, sublicense or assign the Intellectual Property without liability to, or any requirement to obtain the consent of:
(a) all Owned Business IPR which , any other person, except as described in Schedule 4.11. Except as set forth in Schedule 4.11 there are registered (including applications for registration);
(b) all Owned Business IPR which are unregistered;
(c) all Licensed Business IPR and licencesno agreements, agreements and permissions relating understandings, instruments, contracts, trade secrets or other proprietary rights to or from Connetics affecting the Licensed Business IPR; and
(d) all Licensed Out IPR and all licences, agreements and permissions relating theretoIntellectual Property.
10.2 All:
(a) Business IPR is either legally and beneficially owned solely by a Target Group Company or lawfully used with the consent 4.11.2 Except as otherwise set forth in Schedule 4.11, all of the owner under a written licence (details of which are set out Intellectual Property listed in Disclosure Documents);
(b) Owned Business IPR is not subject to any Encumbrance Schedule 4.11 as registered or any licence or authority in favour of another;
(c) Material Owned Business IPR are valid, subsisting and enforceable and nothing filed has been doneduly registered or filed in the U.S. Patent and Trademark office and is currently valid.
4.11.3 To the best of Connetics' knowledge, there are no infringements, threats of infringements or not been done, as a result asserted or unasserted claims by Connetics of which any of them has ceased infringement or might cease to be valid, subsisting or enforceable and all renewal fees which are due and steps which are required for the maintenance and protection of all Material Owned Business IPR that is registered have been paid and taken;
(d) Material Owned Business IPR that is capable of registration and that a prudent businessman would have registered has been registered by a Target Group Company;
(e) licences relating to the Licensed Business IPR and Licensed Out IPR are in full force and effect, valid and binding, have been validly recorded or registered (where required), have been complied with in all material respects and no notice or intention to terminate those licences has been given, and no claims have been made and no applications are pending which if pursued or granted might be material to the accuracy misappropriation of any of the above part Intellectual Property in the Territory nor are there any asserted or unasserted claims by Connetics contesting or challenging the right, title, or interest of this warrantyany other person in any of the Intellectual Property.
10.3 The Target Group does not require 4.11.4 There are no outstanding threatened or actual claims asserted against Connetics alleging the infringement or misappropriation by Connetics of any Intellectual Property Rights in order intellectual property of any other party that may affect the Purchased Assets or the revocation, withdrawal, expiration, abandonment, or breach of any right to carry on its business as conducted in the 12 months prior to the date of this deed other than those rights which it is currently able to exercise, without restriction, in relation to use the Intellectual Property Rights which it owns and which it is currently licensed under the licences of Licensed Business IPR detailed in the Disclosure Documents.
10.4 The Target Group is entitled to use all Licensed Business IPR under licence for all purposes necessary to carry on its business.
10.5 Other than pursuant to the licences of Licensed Out IPR, no Target Group Company has granted and is not obliged to grant any licence, sub-licence, Encumbrance or assignment in respect of any of the Owned Business IPR or the Licensed Business IPR.
10.6 All confidential information (including know-how and trade secrets) owned or used by the Target Group has been kept confidential and Territory. Connetics has not been disclosed to third parties (other than parties who have signed written confidentiality undertakings in respect notified of any such information, details claim or any person nor does Connetics know of which are set out any basis for the existence of any such claim in the Disclosure Letter)Territory.
10.7 No Target Group Company 4.11.5 Connetics has in taken commercially reasonable measures and precautions necessary to protect and maintain the past three (3) years received written notice or otherwise become aware (confidentiality and no person has otherwise threatened or otherwise asserted any claim) secrecy of any person:
(a) asserting that the use of any Business IPR by, or the activities of, a member of the Target Group infringed, misappropriated or otherwise violated the Intellectual Property Rights or other rights (except Intellectual Property whose value would be unimpaired by public disclosure) and otherwise to maintain and protect the value of any third party, or
(b) challenging the ownership, use, validity, enforceability or registrability of any Owned Business IPR, or
(c) making any unauthorised use of or infringing any Business IPR, or breaching confidence, passing off or doing any actionable act of unfair competition in relation to the business or assets of any Target Group Companyall Intellectual Property.
10.8 So far as each Management Warrantor is aware4.11.6 Connetics has, none of and Prometheus will acquire at the activities ofClosing, or processes employed, or products, software or services dealt in, by the Target Group infringe right to use the rights of any third party or breach confidence, nor make a Target Group Company liable to pay a fee or royaltyname "Ridaura" and variations thereof and the domain name "Rida▇▇▇.
10.9 All Business IPR will be available for use by the Target Group immediately following Closing (and thereafter) on substantially the same basis and at no greater cost as they were made available immediately prior to Closing▇▇▇."
Appears in 1 contract
Intellectual Property Rights. 10.1 i. The Disclosure Documents include completeConcessionaire accepts and agrees that the Concessioning Authority shall be the absolute and exclusive owner and proprietor of the all details, accurate plans, specifications, schedules, programs, budget, reports, calculations and current details of:
(a) all Owned Business IPR which are registered (including applications for registration);
(b) all Owned Business IPR which are unregistered;
(c) all Licensed Business IPR and licences, agreements and permissions other work relating to the Licensed Business IPR; and
Project (d) hereinafter referred to as "Proprietary Material"), which have been or are hereafter written, originated or made by any of the Concessionaire or the Persons claiming through or under it or any of their respective employees, contractors, consultants or agents in connection with this Agreement or the design, construction, insurance and financing of the Project. The Concessioning Authority shall own all Licensed Out IPR the intellectual property rights in or relating to the Proprietary Material and all licencesrights, agreements and permissions relating theretoprivileges, entitlements, whatsoever therein for the full period in accordance with the Applicable Laws, including without limitation the right to reproduce, translate, edit, modify, distribute, sell or assign such rights, with or without consideration.
10.2 All:
(a) Business IPR is either legally and beneficially owned solely by a Target Group Company or lawfully used with ii. The Concessioning Authority shall have the consent exclusive right to apply for/procure registration of the owner under a written licence (details of which are set out intellectual property rights at its cost with relevant competent authorities in Disclosure Documents);India and abroad.
(b) Owned Business IPR is not subject iii. The Concessionaire and the Concessioning Authority hereby grant to any Encumbrance or any licence or authority in favour of another;
(c) Material Owned Business IPR are valideach other an irrevocable, subsisting and enforceable and nothing has been doneroyalty-free, or not been done, as a result of which non-exclusive agreement to use all proprietary material owned by any of them has ceased or might cease to be valid, subsisting or enforceable and all renewal fees which are due and steps which are required for the maintenance and protection of all Material Owned Business IPR that is registered have been paid and taken;
(d) Material Owned Business IPR that is capable of registration and that a prudent businessman would have registered has been registered by a Target Group Company;
(e) licences relating to the Licensed Business IPR and Licensed Out IPR are in full force and effect, valid and binding, have been validly recorded or registered (where required), have been complied with in all material respects and no notice or intention to terminate those licences has been given, and no claims have been made and no applications are pending which if pursued or granted might be material to the accuracy of any of their respective employees, contractors, consultants or agents in connection with this Agreement or the above part design, construction, insurance and financing of this warranty.
10.3 The Target Group does not require any Intellectual Property Rights in order to the Project. Such concession agreement shall carry on its business as conducted in the 12 months prior to the date of this deed other than those rights which it is currently able to exercise, without restriction, in relation to the Intellectual Property Rights which it owns and which it is currently licensed under the licences of Licensed Business IPR detailed in the Disclosure Documents.
10.4 The Target Group is entitled right to use all Licensed Business IPR under licence such material for all purposes necessary connected with the Project; however, it shall not be transferable to carry any Person other than to the permitted assignee under this Agreement. Such agreement shall discontinue on the termination or expiry of this Agreement or the discharge by any Party of its businessduties hereunder.
10.5 Other than pursuant iv. No form of Concessioning Authority’s name or any other intellectual property rights associated with it or belonging to Concessioning Authority shall be used in any promotional materials, signs, announcements or other forms of communication or advertising by the licences of Licensed Out IPRConcessionaire or in any other manner whatsoever, no Target Group Company unless the Concessioning Authority’s express written permission for such use has granted and been obtained in advance by the Concessionaire.
v. It is not obliged to grant any licence, sub-licence, Encumbrance or assignment in respect of any clarified that only the assets of the Owned Business IPR or Concessionaire shall be taken over and no liabilities, including without limitation liabilities relating to labor and personnel related obligations of the Licensed Business IPR.
10.6 All confidential information (including know-how and trade secrets) owned or used Concessionaire shall be taken over by the Target Group has been kept confidential and has not been disclosed to third parties (other than parties who have signed written confidentiality undertakings in respect of such information, details of which are set out in the Disclosure Letter)Concessioning Authority.
10.7 No Target Group Company has in the past three (3) years received written notice or otherwise become aware (and no person has otherwise threatened or otherwise asserted any claim) of any person:
(a) asserting that the use of any Business IPR by, or the activities of, a member of the Target Group infringed, misappropriated or otherwise violated the Intellectual Property Rights or other rights of any third party, or
(b) challenging the ownership, use, validity, enforceability or registrability of any Owned Business IPR, or
(c) making any unauthorised use of or infringing any Business IPR, or breaching confidence, passing off or doing any actionable act of unfair competition in relation to the business or assets of any Target Group Company.
10.8 So far as each Management Warrantor is aware, none of the activities of, or processes employed, or products, software or services dealt in, by the Target Group infringe the rights of any third party or breach confidence, nor make a Target Group Company liable to pay a fee or royalty.
10.9 All Business IPR will be available for use by the Target Group immediately following Closing (and thereafter) on substantially the same basis and at no greater cost as they were made available immediately prior to Closing.
Appears in 1 contract
Sources: Concession Agreement
Intellectual Property Rights. 10.1 The Disclosure Documents include complete, accurate and current details of:
4.1 ▇▇▇▇▇ shall not (a) all Owned Business IPR which register in its own name nor use any trademarks or trade names that are registered (including applications for registration);
similar or might be confused with the Trademarks; or (b) all Owned Business IPR which are unregistered;
(cuse in connection with the activities contemplated by this Agreement or apply to any Product(s) all Licensed Business IPR and licences, agreements and permissions relating to the Licensed Business IPR; and
(d) all Licensed Out IPR and all licences, agreements and permissions relating theretoany trademark or trade name of its own.
10.2 All:
(a) Business IPR 4.2 IMUN is either legally the owner of Trademarks. During the term of this Agreement, IMUN shall be responsible, at its own cost and beneficially owned solely by a Target Group Company or lawfully used with expense, to register, maintain and renew the consent registration of the owner under a written licence (details Trademarks.
4.3 If the support provided by ▇▇▇▇▇ to IMUN for the marketing of which are set out the Product(s) results in Disclosure Documents);
(b) Owned Business IPR is not subject any claim of intellectual property rights infringement against ▇▇▇▇▇, ▇▇▇▇▇ shall promptly notify IMUN in writing setting forth the facts of such claims in reasonable detail. IMUN shall have full responsibility for and control of the defense to any Encumbrance or any licence or authority in favour of another;
(c) Material Owned Business IPR are validsuch claims, subsisting and enforceable and nothing has been done, or not been done, as a result of which any of them has ceased or might cease to shall be valid, subsisting or enforceable and all renewal fees which are due and steps which are required liable for the maintenance and protection entire expense of all Material Owned Business IPR that is registered have been paid and taken;
(d) Material Owned Business IPR that is capable of registration and that a prudent businessman would have registered has been registered by a Target Group Company;
(e) licences relating to defending such claims or actions, including the Licensed Business IPR and Licensed Out IPR are in full force and effect, valid and binding, have been validly recorded or registered (where required), have been complied with in all material respects and no notice or intention to terminate those licences has been given, and no claims have been made and no applications are pending which if pursued or granted might be material to the accuracy amount of any of the above part of this warrantymoney judgment rendered against ▇▇▇▇▇.
10.3 The Target Group does not require any 4.4 Each Party to this Agreement shall promptly notify the other Party to this Agreement, in writing, whenever it acquires knowledge that there exists an actual or alleged infringement of IMUN’s Intellectual Property Rights in connection with the Product(s). IMUN shall have the right, but not the obligation, using counsel of its choice and at its own expense, to institute, prosecute and control any action or proceeding with respect to such actual or alleged infringement, including any declaratory judgment action arising from such actual or alleged infringement. If required by law in order for IMUN to carry on its business take such actions or prosecute such suit, ▇▇▇▇▇ shall join with IMUN as conducted in a party, and IMUN shall reimburse ▇▇▇▇▇ for reasonable costs incurred by ▇▇▇▇▇ with respect to such joinder. In the 12 months prior event of a recovery of assessed damages and/or penalties by IMUN, the amount of such recoveries shall belong solely to the date of this deed other than those rights which it is currently able to exercise, without restriction, in relation to the Intellectual Property Rights which it owns and which it is currently licensed under the licences of Licensed Business IPR detailed in the Disclosure DocumentsIMUN.
10.4 The Target Group is entitled 4.5 ▇▇▇▇▇ agrees immediately to use all Licensed Business IPR under licence for all purposes necessary to carry on its business.
10.5 Other than pursuant to the licences of Licensed Out IPR, no Target Group Company has granted and is not obliged to grant any licence, sub-licence, Encumbrance or assignment in respect of any of the Owned Business IPR or the Licensed Business IPR.
10.6 All confidential information (including know-how and trade secrets) owned or used by the Target Group has been kept confidential and has not been disclosed to third parties (other than parties who have signed written confidentiality undertakings in respect of such information, details of which are set out in the Disclosure Letter).
10.7 No Target Group Company has in the past three (3) years received written notice or otherwise become aware (and no person has otherwise threatened or otherwise asserted any claim) of any person:
(a) asserting that discontinue the use of any Business IPR by, trademark for any Product(s) upon notice from IMUN of a third party claim or the activities of, a member act of the Target Group infringed, misappropriated or otherwise violated the Intellectual Property Rights or other rights infringement. Upon discontinuation by ▇▇▇▇▇ of any third partysuch trademark at IMUN’s request, or
(bIMUN will use its reasonable efforts to arrange for a suitable alternate trademark under which ▇▇▇▇▇ may continue to support IMUN in marketing the relevant Product(s) challenging the ownership, use, validity, enforceability or registrability of any Owned Business IPR, or
(c) making any unauthorised use of or infringing any Business IPR, or breaching confidence, passing off or doing any actionable act of unfair competition in relation to the business or assets of any Target Group Companywithout unreasonable interruption.
10.8 So far as each Management Warrantor is aware, none of the activities of, or processes employed, or products, software or services dealt in, by the Target Group infringe the rights of any third party or breach confidence, nor make a Target Group Company liable to pay a fee or royalty.
10.9 All Business IPR will be available for use by the Target Group immediately following Closing (and thereafter) on substantially the same basis and at no greater cost as they were made available immediately prior to Closing.
Appears in 1 contract
Intellectual Property Rights. 10.1 The Disclosure Documents include complete, accurate and current details of:
(a) Schedule 3.17(a) sets forth a true, correct and complete list (with title or m▇▇▇, owner, country, registration and application numbers, dates indicated and inventors, as applicable) of all Owned Business IPR which Intellectual Property that has been issued or registered to, or is the subject of a pending application by, the Seller or its Affiliates. All fees associated with maintaining any such Owned Intellectual Property registrations have been paid in full in a timely manner to the proper Governmental Authority. There are registered (including applications no materials, information, facts, or circumstances that would render any such Owned Intellectual Property registrations invalid or unenforceable, or that would materially affect any pending application for registration);any Owned Intellectual Property registrations.
(b) The Business Intellectual Property Rights consist of the Owned Intellectual Property and the Licensed Intellectual Property, which comprises all of the Intellectual Property Rights necessary for the Business as of the Effective Date and as of the Closing Date. Except as set forth in Schedule 3.17(b), no Person who has licensed to Seller any Licensed Intellectual Property has ownership or any exclusive rights to any improvements, derivative works and other modifications made by Seller. After giving effect to the transactions contemplated by this Agreement, no Affiliate or current or former partner, director, manager, stockholder, officer, employee or contractor of Seller or any of its Affiliates will own or retain any rights, title or interest in any Business Intellectual Property Rights. Seller is the sole and exclusive legal and beneficial owner of all right, title and interest in and to the Owned Intellectual Property, and has the valid and enforceable right to use all Licensed Intellectual Property used in or necessary for the conduct of the Business IPR which are unregistered;as currently conducted, in each case, free and clear of Encumbrances.
(c) all Licensed The operation of the Business, as currently conducted, does not, and Buyer’s continued operation of the Business, as currently conducted by Seller, will not, infringe, misappropriate, dilute or otherwise violate or conflict with any Intellectual Property Rights of any Person, otherwise violate any rights of any Person (including any right to privacy or publicity), or constitute unfair competition or deceptive trade practices or other violation of Legal Requirements. Neither Seller nor any of its Affiliates have received any notice from any Person (i) alleging any of the foregoing; (ii) claiming that Seller or any of its Affiliates must license from any Person or refrain from using any Intellectual Property Rights or offering Seller or any of its Affiliates to take a license to avoid any potential claim or disruption; or (iii) challenging the validity, enforceability, patentability, registerability, or Seller’s or its Affiliates’ scope or ownership of any of the Business IPR and licencesIntellectual Property Rights. To Seller’s Knowledge, agreements and permissions relating no Person has infringed, misappropriated, otherwise violated or conflicted with, or is suspected by Seller or any of its Affiliates to be infringing, misappropriating, otherwise violating or conflicting with, any Business Intellectual Property Rights. Prior to the Licensed Business IPR; andClosing, Seller, and immediately after the Closing, Buyer, is not obligated to pay any royalties or similar payments to third parties with respect to the marketing, sale, distribution, manufacture, license or use of the Acquired Assets.
(d) Except as set forth in Schedule 3.17(d), Seller and its Affiliates have taken all Licensed Out IPR commercially reasonable steps to protect and maintain all licencesBusiness Intellectual Property Rights and to preserve the confidentiality of any trade secrets comprised in Business Intellectual Property Rights and any of their confidential information, agreements in each case in accordance with best industry practices. All disclosures by Seller or its Affiliates of their trade secrets or confidential information have been made pursuant to a written Contract that provides reasonable protection for such confidential information and permissions relating thereto.
10.2 All:
(a) Business IPR is either legally and beneficially owned solely by a Target Group Company or lawfully used with the consent trade secrets. Neither Seller nor any Principal Member shall retain any trade secret of the owner under a written licence (details of which are set out in Disclosure Documents);
(b) Owned Business IPR is not subject to any Encumbrance or any licence written or authority in favour tangible description of another;
(c) Material Owned Business IPR are valid, subsisting and enforceable and nothing has been done, or not been done, as a result any trade secret of which any of them has ceased or might cease to be valid, subsisting or enforceable and all renewal fees which are due and steps which are required for the maintenance and protection of all Material Owned Business IPR that is registered have been paid and taken;
(d) Material Owned Business IPR that is capable of registration and that a prudent businessman would have registered has been registered by a Target Group Company;Business.
(e) licences No current or former employee of Seller or any of its Affiliates, consultants or contractors has any valid claim of ownership, in whole or in part, to any Business Intellectual Property Rights or derivative works thereof, or has asserted any such claim of ownership or right. Each current and former employee and contractor of Seller or its Affiliates who has contributed to the conception, reduction to practice, creation, authorship or development of any Business Intellectual Property Rights is a party to a valid, enforceable and legally binding Contract (i) assigning to Seller or its Affiliate all right, title and interest in and to such Business Intellectual Property Rights relating to or in the Licensed scope of such Person’s employment by or engagement with Seller or its Affiliate, and (ii) waiving (subject to limitations of applicable Legal Requirements) any unassignable rights such as moral rights that they may possess in the Business IPR Intellectual Property Rights.
(f) Seller has commercially reasonable security measures and Licensed Out IPR are policies in place to protect confidential information, Personal Data and proprietary information, including trade secrets, software, databases, systems, networks and Internet sites, held by it from unlawful or unauthorized access, use, modification or disclosure by any Person, and Seller is in compliance with such measures and policies. To Seller’s Knowledge, no Person has gained unauthorized access to or made any unauthorized use of any confidential information pertaining to Business Intellectual Property Rights, Personal Data or proprietary information maintained by Seller. At Closing, Seller shall deliver to Buyer a copy of all Source Code of all Software, and thereafter neither Seller nor any member of the Seller shall have any copy of the Source Code and object code or any portions thereof, and the members of Seller and Seller shall have destroyed the same. No Person other than Seller has a copy of such Source Code or object code.
(g) None of the Software is subject to any “copyleft” or other obligation or condition (including any obligation or condition under any “open source” license such as the GNU Public License, Lesser GNU Public License or Mozilla Public License) that: (i) requires or could reasonably be expected to require the disclosure, licensing or distribution of any Source Code for any portion of Software; (ii) conditions or could reasonably be expected to condition the use or distribution of the Software; or (iii) otherwise imposes or could reasonably be expected to impose any material limitation, restriction or condition on the right or ability of Buyer or the Business to use or distribute any Software.
(h) Seller has provided Buyer with true and complete copies (or in the case of any oral agreements, a complete and correct written description) of all Contracts related to Business Intellectual Property Rights, including all modifications, amendments and supplements thereto and waivers thereunder. Each such Contract is valid and binding on Seller in accordance with its terms, is in full force and effect, valid and bindingis assignable without restrictions from Seller to Buyer. Neither Seller nor, have been validly recorded to Seller’s Knowledge, any other party thereto is, or registered (where required)is alleged to be, have been complied with in all material respects and no breach of or default under, or has provided or received any notice of breach of, default under, or intention to terminate those licences has been given(including by non-renewal), and no claims have been made and no applications are pending which if pursued any such Contract nor will any breach or granted might be material to the accuracy default or right terminate arise by virtue of an assignment of any of the above part of this warranty.
10.3 The Target Group does not require any Business Intellectual Property Rights to Buyer.
(i) Except as set forth in order to carry on its business as conducted Schedule 3.17(i), no government funding or facilities of any educational institution or research center were used in the 12 months prior to the date development of this deed other than those rights which it is currently able to exercise, without restriction, in relation to the any Business Intellectual Property Rights which it owns and which it is currently licensed under the licences of Licensed Business IPR detailed in the Disclosure Documents.
10.4 The Target Group is entitled Rights. Seller has not obtained any U.S. government grant funding to use all Licensed Business IPR under licence for all purposes necessary to carry on its business.
10.5 Other than pursuant to the licences of Licensed Out IPR, no Target Group Company has granted date and is not obliged subject to grant any licence, sub-licence, Encumbrance or assignment domestic manufacturing requirement and is free to manufacture any goods in respect of any of country for the Owned Business IPR or the Licensed Business IPRBusiness.
10.6 All confidential information (including know-how and trade secrets) owned or used by the Target Group has been kept confidential and has not been disclosed to third parties (other than parties who have signed written confidentiality undertakings in respect of such information, details of which are set out in the Disclosure Letter).
10.7 No Target Group Company has in the past three (3) years received written notice or otherwise become aware (and no person has otherwise threatened or otherwise asserted any claim) of any person:
(a) asserting that the use of any Business IPR by, or the activities of, a member of the Target Group infringed, misappropriated or otherwise violated the Intellectual Property Rights or other rights of any third party, or
(b) challenging the ownership, use, validity, enforceability or registrability of any Owned Business IPR, or
(c) making any unauthorised use of or infringing any Business IPR, or breaching confidence, passing off or doing any actionable act of unfair competition in relation to the business or assets of any Target Group Company.
10.8 So far as each Management Warrantor is aware, none of the activities of, or processes employed, or products, software or services dealt in, by the Target Group infringe the rights of any third party or breach confidence, nor make a Target Group Company liable to pay a fee or royalty.
10.9 All Business IPR will be available for use by the Target Group immediately following Closing (and thereafter) on substantially the same basis and at no greater cost as they were made available immediately prior to Closing.
Appears in 1 contract
Intellectual Property Rights. 10.1 The Disclosure Documents include complete9.1 Notwithstanding any provision of this Agreement, accurate and current details of:all Background IPR shall remain the property of the party owning the Background IPR as at the Effective Date.
(a) all Owned Business IPR which are registered (including applications for registration);
(b) all Owned Business IPR which are unregistered;
(c) all Licensed Business IPR and licences, agreements and permissions relating 9.2 All Intellectual Property Rights in the Deliverables will belong to the Licensed Business IPR; and
(d) Company unless expressly stated otherwise in the Statement of Work provided that if any Intellectual Property Rights are to be owned by You all Licensed Out IPR and all licences, agreements and permissions relating theretoFees have been paid in accordance with this Agreement. All other Intellectual Property Rights arising after the Effective Date shall be owned by the party who has developed the same.
10.2 All:9.3 The Company licenses its Background IPR to You on a non-exclusive, worldwide basis to such extent as is necessary to enable You to make reasonable use of the Deliverables and the Services. If this Agreement is terminated, this licence will automatically terminate.
(a) Business 9.4 You acknowledge that, where the Company does not own any of the Background IPR, Your use of rights in such Background IPR is either legally and beneficially owned solely by a Target Group conditional on the Company or lawfully used with the consent of the owner under obtaining a written licence (details or sub-licence) from the relevant licensor or licensors on such terms as will entitle the Company to license such rights to You.
9.5 The Company shall have no liability and You shall not seek to make the Company liable in respect of which are set out any costs incurred by, damages suffered by, claims or demands made against or actions taken against You by third parties in Disclosure Documents);
(b) Owned Business IPR is respect of any infringement or alleged infringement of third party rights by You arising from the use by You of the Content. It shall be entirely the responsibility of You to assure itself that the use of the Content will not subject to infringe any Encumbrance Intellectual Property Rights or any licence or authority in favour other rights of another;third parties.
(c) Material Owned Business IPR are valid9.6 You agree to indemnify and keep indemnified the Company against any and all damages, subsisting losses, costs, claims and enforceable and nothing has been done, or not been done, expenses arising as a result of which any of them has ceased action or might cease to be valid, subsisting or enforceable and all renewal fees which are due and steps which are required for the maintenance and protection of all Material Owned Business IPR claim that is registered have been paid and taken;
(d) Material Owned Business IPR that is capable of registration and that a prudent businessman would have registered has been registered by a Target Group Company;
(e) licences relating to the Licensed Business IPR and Licensed Out IPR are in full force and effect, valid and binding, have been validly recorded or registered (where required), have been complied with in all material respects and no notice or intention to terminate those licences has been given, and no claims have been made and no applications are pending which if pursued or granted might be material to the accuracy of any of the above part of this warranty.
10.3 The Target Group does not require Content infringes any Intellectual Property Rights in order to carry on its business as conducted in the 12 months prior to the date of this deed other than those rights which it is currently able to exercise, without restriction, in relation to the Intellectual Property Rights which it owns and which it is currently licensed under the licences of Licensed Business IPR detailed in the Disclosure Documents.
10.4 The Target Group is entitled to use all Licensed Business IPR under licence for all purposes necessary to carry on its business.
10.5 Other than pursuant to the licences of Licensed Out IPR, no Target Group Company has granted and is not obliged to grant or any licence, sub-licence, Encumbrance or assignment in respect of any of the Owned Business IPR or the Licensed Business IPR.
10.6 All confidential information (including know-how and trade secrets) owned or used by the Target Group has been kept confidential and has not been disclosed to third parties (other than parties who have signed written confidentiality undertakings in respect of such information, details of which are set out in the Disclosure Letter).
10.7 No Target Group Company has in the past three (3) years received written notice or otherwise become aware (and no person has otherwise threatened or otherwise asserted any claim) of any person:
(a) asserting that the use of any Business IPR by, or the activities of, a member of the Target Group infringed, misappropriated or otherwise violated the Intellectual Property Rights or other rights of any third party, or
(b) challenging the ownership, use, validity, enforceability or registrability of any Owned Business IPR, or
(c) making any unauthorised use of or infringing any Business IPR, or breaching confidence, passing off or doing any actionable act of unfair competition in relation to the business or assets of any Target Group Companyparties.
10.8 So far as each Management Warrantor is aware, none of the activities of, or processes employed, or products, software or services dealt in, by the Target Group infringe the rights of any third party or breach confidence, nor make a Target Group Company liable to pay a fee or royalty.
10.9 All Business IPR will be available for use by the Target Group immediately following Closing (and thereafter) on substantially the same basis and at no greater cost as they were made available immediately prior to Closing.
Appears in 1 contract
Sources: Master Services Agreement
Intellectual Property Rights. 10.1 The Disclosure Documents include completePart 3.18(a) of the VITALSTREAM DISCLOSURE SCHEDULE sets forth all patents and patent rights, accurate trademarks and current details of:
(a) trademark rights, trade names and trade name rights, service marks and service ▇▇▇▇ rights, copyrights, and copyright rights, whether or not registered, and all Owned Business IPR which are registered (including pending applications for registration);
(b) all Owned Business IPR which are unregistered;
(c) all Licensed Business IPR and licences, agreements and permissions relating to the Licensed Business IPR; and
(d) all Licensed Out IPR and all licences, agreements and permissions relating thereto.
10.2 All:
(a) Business IPR is either legally and beneficially owned solely by a Target Group Company or lawfully used with the consent of the owner under a written licence (details of which are set out in Disclosure Documents);
(b) Owned Business IPR is not subject to any Encumbrance or any licence or authority in favour of another;
(c) Material Owned Business IPR are valid, subsisting and enforceable and nothing has been done, or not been done, as a result of which any of them has ceased or might cease to be valid, subsisting or enforceable and all renewal fees which are due and steps which are required for the maintenance and protection of all Material Owned Business IPR that is registered have been paid and taken;
(d) Material Owned Business IPR that is capable of registration and that a prudent businessman would have registered has been registered by a Target Group Company;
(e) licences relating to the Licensed Business IPR and Licensed Out IPR are in full force and effect, valid and binding, have been validly recorded or registered (where required), have been complied with in all material respects and no notice or intention to terminate those licences has been given, and no claims have been made and no applications are pending which if pursued or granted might be material to the accuracy registrations of any of the above part of this warranty.
10.3 The Target Group does not require foregoing owned by VitalStream or any Subsidiaries ("Proprietary Intellectual Property Rights Property") identified by country in order to carry on its business as conducted in the 12 months prior to the date of this deed other than those which they have been filed or registered with applicable serial or registration numbers. All patents and patent rights, trademarks and trademark rights, trade names and trade name rights, service marks and service ▇▇▇▇ rights, copyrights, copyright rights which it is currently able to exercise, without restriction, in relation to the Intellectual Property Rights which it owns and which it is currently licensed under the licences of Licensed Business IPR detailed in the Disclosure Documents.
10.4 The Target Group is entitled to use all Licensed Business IPR under licence pending applications for all purposes necessary to carry on its business.
10.5 Other than pursuant to the licences of Licensed Out IPR, no Target Group Company has granted and is not obliged to grant any licence, sub-licence, Encumbrance or assignment in respect registrations of any of the Owned Business IPR or the Licensed Business IPR.
10.6 All confidential information (including know-how and trade secrets) owned or foregoing used by the Target Group has been kept confidential and has not been disclosed to third parties (VitalStream or any Subsidiaries in its business but owned by a Person other than parties who have signed written confidentiality undertakings in respect of such informationVitalStream or a Subsidiary ("Licensed Intellectual Property") are used pursuant to, details of which are set out in and consistent with the Disclosure Letter).
10.7 No Target Group Company has in the past three (3) years received written notice or otherwise become aware (and no person has otherwise threatened or otherwise asserted any claim) of any person:
(a) asserting that the use of any Business IPR by, or the activities terms of, a member valid license or other agreement. Neither VitalStream nor the Subsidiaries is in default, nor with the giving of notice or lapse of time or both would be in default, under any license or other contractual right to use any Licensed Intellectual Property. VitalStream or the Subsidiaries have, and will continue to have after the Merger, exclusive ownership of and the exclusive right to license to others all of the Target Group infringedProprietary Intellectual Property. The Proprietary Intellectual Property, misappropriated or otherwise violated the Licensed Intellectual Property Rights and any know-how, trade secrets, and other proprietary rights owned by VitalStream and its Subsidiaries (the "VitalStream Intellectual Property") constitute all intellectual property rights necessary for the conduct of the business if VitalStream and its Subsidiaries. Neither the use by VitalStream and its Subsidiaries, nor the licensing by VitalStream to third parties, of the Proprietary Intellectual Property violates or other infringes the rights of any third party, or
(b) challenging the ownership, use, validity, enforceability or registrability of any Owned Business IPR, or
(c) making any unauthorised use of or infringing any Business IPR, or breaching confidence, passing off or doing any actionable act of unfair competition in relation to the business or assets of any Target Group Company.
10.8 So far as each Management Warrantor is aware, none other person. The consummation of the activities of, Merger will not violate or processes employed, or products, software or services dealt in, by the Target Group infringe the rights of any third party other person, or breach confidenceany obligation of VitalStream with respect to the VitalStream Intellectual Property. To the Knowledge of VitalStream, nor make a Target Group Company liable to pay a fee no other person is infringing the right of VitalStream or royaltyits Subsidiaries in any VitalStream Intellectual Property.
10.9 All Business IPR will be available for use by the Target Group immediately following Closing (and thereafter) on substantially the same basis and at no greater cost as they were made available immediately prior to Closing.
Appears in 1 contract
Sources: Merger Agreement (Sensar Corp /Nv/)
Intellectual Property Rights. 10.1 The Disclosure Documents include complete, accurate and current details of:
(a) all Owned Business IPR which are registered Seller has good and valid title to, owns, has interests in or licenses to use the Intellectual Property disclosed in Schedule 2.01(a)(v) and Schedule 2.15 in connection with the conduct of the Business. No other Intellectual Property is used by Seller or necessary for use by Seller in the conduct of the Business. Seller's owned Intellectual Property is owned free and clear of Liens other than Permitted Liens. Seller is not in default, nor has it received any written notice asserting that it is in default (including applications for registrationor with the giving of notice or lapse of time or both, would be in default) under any license, sublicense, agreement or contract to use such Intellectual Property. To the Knowledge of Seller, no licensor, grantor or counter-party is in default under the terms of any such license, sublicense, agreement or contract. To the Knowledge of Seller, no such Intellectual Property is being infringed upon by any other Person, except as disclosed in Schedule 3.09(a);. Seller has not received written notice asserting that Seller is or may be infringing on or misappropriating, and to the Knowledge of Seller, Seller is not infringing on or misappropriating, any Intellectual Property of any other Person in connection with the conduct of the Business. Seller has received no notice of any claim or lawsuit to such effect that has not been resolved.
(b) all Owned Business IPR which are unregistered;Except as disclosed in Schedule 3.09(b), Seller (i) does not have any obligation to compensate any Person for the use of any Intellectual Property and (ii) has not granted to any Person any license, option or other rights to use in any manner any of its Intellectual Property, whether requiring the payment of royalties or not.
(c) all Licensed Business IPR Seller owns or has a valid right to use the Intellectual Property pursuant to Assumed Pre-Existing Contracts, and licencesexcept for the transfer of the Intellectual Property to Purchaser as contemplated by this Agreement, agreements the Intellectual Property will not be forfeited, terminated or give rise to a right of forfeiture or termination, or otherwise cease to be valid rights of Seller by reason of the execution, delivery and permissions relating to performance of this Agreement or the Licensed Business IPR; andconsummation of the transactions contemplated hereby.
(d) Except as set forth in Schedule 3.09(d), all Licensed Out IPR personnel, employees, agents, and contractors, who have contributed to or participated in the conception and development of any Intellectual Property on behalf of Seller, have been parties to "work-for-hire" arrangements or agreements with Seller that have accorded Seller full, effective, exclusive and original ownership of all licences, agreements tangible and permissions relating thereto.
10.2 All:
(a) Business IPR is either legally and beneficially owned solely by a Target Group Company or lawfully used with the consent of the owner under a written licence (details of which are set out in Disclosure Documents);
(b) Owned Business IPR is not subject to any Encumbrance or any licence or authority in favour of another;
(c) Material Owned Business IPR are valid, subsisting and enforceable and nothing has been doneintangible property thereby arising, or not been done, have executed appropriate instruments of assignment in favor of Seller as a result of which any of them has ceased or might cease assignee that have conveyed to be valid, subsisting or enforceable Seller effective and all renewal fees which are due and steps which are required for the maintenance and protection exclusive ownership of all Material Owned Business IPR that is registered have been paid tangible and taken;
(d) Material Owned Business IPR that is capable of registration and that a prudent businessman would have registered has been registered by a Target Group Company;intangible property thereby arising.
(e) licences relating Except as set forth in Schedule 3.09(e), Seller has duly recorded all assignments and transfers affecting title to the Licensed Business IPR patents, trademarks, copyrights and Licensed Out IPR are in full force and effectdomain names, valid and binding, have been validly recorded or registered (where required), have been complied with in all material respects and no notice or intention to terminate those licences has been given, and no claims have been made and no applications are pending which if pursued or granted might be material to the accuracy of any of the above part of this warranty.
10.3 The Target Group does not require any Intellectual Property Rights in order to carry on its business as conducted in the 12 months prior to the date of this deed other than those rights which it is currently able to exerciseU.S. Patent and Trademark Office, without restrictionU.S. Copyright Office or appropriate agency, in relation to the Intellectual Property Rights which it owns and which it is currently licensed under the licences of Licensed Business IPR detailed in the Disclosure Documentsas applicable.
10.4 The Target Group is entitled to use all Licensed Business IPR under licence for all purposes necessary to carry on its business.
10.5 Other than pursuant to the licences of Licensed Out IPR, no Target Group Company has granted and is not obliged to grant any licence, sub-licence, Encumbrance or assignment in respect of any of the Owned Business IPR or the Licensed Business IPR.
10.6 All confidential information (including know-how and trade secrets) owned or used by the Target Group has been kept confidential and has not been disclosed to third parties (other than parties who have signed written confidentiality undertakings in respect of such information, details of which are set out in the Disclosure Letter).
10.7 No Target Group Company has in the past three (3) years received written notice or otherwise become aware (and no person has otherwise threatened or otherwise asserted any claim) of any person:
(a) asserting that the use of any Business IPR by, or the activities of, a member of the Target Group infringed, misappropriated or otherwise violated the Intellectual Property Rights or other rights of any third party, or
(b) challenging the ownership, use, validity, enforceability or registrability of any Owned Business IPR, or
(c) making any unauthorised use of or infringing any Business IPR, or breaching confidence, passing off or doing any actionable act of unfair competition in relation to the business or assets of any Target Group Company.
10.8 So far as each Management Warrantor is aware, none of the activities of, or processes employed, or products, software or services dealt in, by the Target Group infringe the rights of any third party or breach confidence, nor make a Target Group Company liable to pay a fee or royalty.
10.9 All Business IPR will be available for use by the Target Group immediately following Closing (and thereafter) on substantially the same basis and at no greater cost as they were made available immediately prior to Closing.
Appears in 1 contract
Intellectual Property Rights. 10.1 The Disclosure Documents include completeInstallation Contractor grants (or if such a grant cannot legally take place until a later date, accurate and current details of:
(aagrees to grant) all Owned Business IPR which are registered (including applications for registration);
(b) all Owned Business IPR which are unregistered;
(c) all Licensed Business IPR and licences, agreements and permissions relating to the Licensed Business IPR; and
(d) all Licensed Out IPR and all licencesProject Company with effect from the Signature Date or in the case of any Intellectual Property Rights not yet in existence with effect from the creation of such Intellectual Property Rights an irrevocable, agreements and permissions relating thereto.
10.2 All:
(a) Business IPR is either legally and beneficially owned solely by a Target Group Company or lawfully used with the consent of the owner under a written royalty free, non-exclusive licence (details of which are set out in Disclosure Documents);
(b) Owned Business IPR is not subject such licence to any Encumbrance or any licence or authority in favour of another;
(c) Material Owned Business IPR are valid, subsisting and enforceable and nothing has been done, or not been done, as a result of which any of them has ceased or might cease to be valid, subsisting or enforceable and all renewal fees which are due and steps which are required for the maintenance and protection of all Material Owned Business IPR that is registered have been paid and taken;
(d) Material Owned Business IPR that is capable of registration and that a prudent businessman would have registered has been registered by a Target Group Company;
(e) licences relating to the Licensed Business IPR and Licensed Out IPR are remain in full force and effecteffect notwithstanding the completion of the Installation Contractor's obligations or the termination of this Agreement or the determination of the Installation Contractor's engagement under this Agreement or any Dispute under this Agreement) to use the Intellectual Property Rights and to reproduce all the Installation Contractor's Documents for the purpose of carrying out the Installation Works and constructing, valid maintaining, operating, owning and binding, have been validly recorded decommissioning of the Balance of Plant. Such licence will carry the right to grant sub-licences and will be transferable to third parties with the transfer of the Facility in whole or registered in part. The Installation Contractor shall indemnify and hold harmless the Project Company and its agents from and against all costs (where requiredincluding the costs of enforcement), have been complied with expenses, liabilities (including any tax liability), damages, claims, demands, proceedings or legal costs and judgments which the Project Company or its agents incur or suffer in all material respects and no notice or intention to terminate those licences has been given, and no claims have been made and no applications are pending which if pursued or granted might be material to the accuracy respect of any claim by any third party of infringement of its Intellectual Property Rights ("Indemnity Claim"), provided that all of the above part following conditions are satisfied: the Indemnity Claim arose out of this warranty.
10.3 the installation of the Installation Works; and the Indemnity Claim was not caused by any use of the Installation Works or Installation Contractor's Documents for the purpose they were not intended for. The Target Group does not require any Installation Contractor shall retain Intellectual Property Rights in order to carry on its business as conducted in the 12 months prior to the date Installation Contractor's Documents. The provisions of this deed other than those rights which it is currently able to exercise, without restriction, in relation to the Clause 10 (Intellectual Property Rights which it owns Rights) shall survive termination or expiry for whatever reason of this Agreement and which it is currently licensed under the licences be without limit in point of Licensed Business IPR detailed in the Disclosure Documentstime.
10.4 The Target Group is entitled to use all Licensed Business IPR under licence for all purposes necessary to carry on its business.
10.5 Other than pursuant to the licences of Licensed Out IPR, no Target Group Company has granted and is not obliged to grant any licence, sub-licence, Encumbrance or assignment in respect of any of the Owned Business IPR or the Licensed Business IPR.
10.6 All confidential information (including know-how and trade secrets) owned or used by the Target Group has been kept confidential and has not been disclosed to third parties (other than parties who have signed written confidentiality undertakings in respect of such information, details of which are set out in the Disclosure Letter).
10.7 No Target Group Company has in the past three (3) years received written notice or otherwise become aware (and no person has otherwise threatened or otherwise asserted any claim) of any person:
(a) asserting that the use of any Business IPR by, or the activities of, a member of the Target Group infringed, misappropriated or otherwise violated the Intellectual Property Rights or other rights of any third party, or
(b) challenging the ownership, use, validity, enforceability or registrability of any Owned Business IPR, or
(c) making any unauthorised use of or infringing any Business IPR, or breaching confidence, passing off or doing any actionable act of unfair competition in relation to the business or assets of any Target Group Company.
10.8 So far as each Management Warrantor is aware, none of the activities of, or processes employed, or products, software or services dealt in, by the Target Group infringe the rights of any third party or breach confidence, nor make a Target Group Company liable to pay a fee or royalty.
10.9 All Business IPR will be available for use by the Target Group immediately following Closing (and thereafter) on substantially the same basis and at no greater cost as they were made available immediately prior to Closing.
Appears in 1 contract
Sources: Installation Agreement
Intellectual Property Rights. 10.1 The Disclosure Documents include complete, accurate and current details of:
(a) Seller owns, or has a valid license to use, all Intellectual Property Rights necessary to the conduct of the Business. Except with respect to (i) its interest in its tradename and trademark “Neurotech” and or “BMR Neurotech”; (ii) for that certain domain name “w▇▇.▇▇▇.▇▇▇”; (iii) for its license rights in Products and Intellectual Property of Parent, all of which rights will be available to Buyer under the Distribution Agreement; (iv) for rights to commercially available software pursuant to consumer software license agreements, (v) for its rights in computer code (as a trade secret) constituting the “Dezine” billing system, and (vi) for Seller’s Confidential Information (as defined in Section 6.5), Seller has no Owned Business IPR which are registered Intellectual Property Rights. Seller has no Registered Intellectual Property Rights, and except for the rights enumerated in (including applications for registration);i) through (iv) above, has no Licensed-In Intellectual Property Rights.
(b) Parent owns all Owned Business IPR which are unregistered;
(c) all Licensed Business IPR and licences, agreements and permissions relating to the Licensed Business IPR; and
(d) all Licensed Out IPR and all licences, agreements and permissions relating thereto.
10.2 All:
(a) Business IPR is either legally and beneficially owned solely by a Target Group Company or lawfully used with the consent of the owner under a written licence (details of which are set out in Disclosure Documents);
(b) Owned Business IPR is not subject to any Encumbrance or any licence or authority in favour of another;
(c) Material Owned Business IPR are valid, subsisting and enforceable and nothing has been done, or not been done, as a result of which any of them has ceased or might cease to be valid, subsisting or enforceable and all renewal fees which are due and steps which are required for the maintenance and protection of all Material Owned Business IPR that is registered have been paid and taken;
(d) Material Owned Business IPR that is capable of registration and that a prudent businessman would have registered has been registered by a Target Group Company;
(e) licences relating to the Licensed Business IPR and Licensed Out IPR are in full force and effect, valid and binding, have been validly recorded or registered (where required), have been complied with in all material respects and no notice or intention to terminate those licences has been given, and no claims have been made and no applications are pending which if pursued or granted might be material to the accuracy of any of the above part of this warranty.
10.3 The Target Group does not require any Intellectual Property Rights in order in, or has adequate right to carry on its business as conducted in the 12 months prior to the date of this deed other than those rights which it is currently able to exercise, without restriction, in relation to the use such Intellectual Property Rights which it owns and which it is currently licensed under the licences of Licensed Business IPR detailed in the Disclosure Documents.
10.4 The Target Group is entitled to use all Licensed Business IPR under licence for all purposes Rights, necessary to carry on its business.
10.5 Other than sell to Buyer for redistribution, the Products pursuant to the licences of Licensed Out IPRDistribution Agreement. Neither Parent, no Target Group Company nor Seller has granted and is not obliged to grant received any licence, sub-licence, Encumbrance or assignment in respect notice of any infringement, misappropriation or violation by Seller or Parent of any Third-Party Intellectual Property Right, and neither the Owned Business IPR or the Licensed Business IPR.
10.6 All confidential information (including know-how and trade secrets) owned or used by the Target Group has been kept confidential and Parent, nor Seller, has not been disclosed to third parties (other than parties who have signed written confidentiality undertakings in respect of such information, details of which are set out in the Disclosure Letter).
10.7 No Target Group Company has in the past three (3) years received written notice or otherwise become aware (and no person has otherwise threatened or otherwise asserted any claim) of any person:
(a) asserting that the use of any Business IPR by, or the activities of, a member of the Target Group infringed, misappropriated or otherwise violated the any Third-Party Intellectual Property Rights Right. No infringement, misappropriation or other rights violation of any third party, or
(b) challenging Third-Party Intellectual Property Right has occurred or will occur with respect to products and services currently being or previously sold by the ownership, use, validity, enforceability Seller or registrability with respect to the products or services currently under development or with respect to the conduct of any Owned Business IPR, orthe business of the Seller as now conducted or presently proposed to be conducted
(c) making All reasonable precautions have been taken to protect the secrecy, confidentiality and value of the Confidential Information of Seller including, without limitation, the implementation and enforcement of policies requiring each independent contractor that has access to Confidential Information to execute proprietary information and confidentiality agreements substantially in a standard form. There has been no breach or other violation of such agreements. Seller has an unqualified right to use all Confidential Information and other proprietary information currently used in its business, subject to any unauthorised Contract relating to Licensed-In Intellectual Property Rights.
(d) Seller has no present expectation or intention of not fully performing any obligation pursuant to any License, and there is no breach, anticipated breach or default by any other party to any License. There are no renegotiations of, attempts to renegotiate, demands for or outstanding rights to renegotiate any License. All rights under each License will be fully available to Buyer after the Closing.
(e) All Software that is used by the Seller or is present at any facilities or on any equipment of the Seller is subject to a current license agreement set forth on Schedule 4.13(e) and that covers all use of or infringing any Business IPR, or breaching confidence, passing off or doing any actionable act of unfair competition the Software in relation to the business or assets of any Target Group Company.
10.8 So far as each Management Warrantor is aware, none of the activities ofSeller, as presently conducted or processes employedproposed to be conducted. The Seller has the right to use the Software currently used in its business as it is presently being used, or products, software or services dealt in, by the Target Group infringe without any conflict with the rights of others. Neither Parent nor Seller is in breach of any third party license to, or breach confidencelicense of, nor make any such Software. The Seller does not use, rely on or contract with any Person to provide services bureau, outsourcing or other computer processing services to the Seller, in lieu of or in addition to their respective use of the Software. Following the Closing and as a Target Group Company liable result of the purchase of the Assets, Buyer will have sufficient rights (whether in the form of direct ownership, valid license or otherwise) to pay a fee or royaltyall Software used by Seller to operate the business of Seller as it is currently being conducted.
10.9 All Business IPR will be available for use by the Target Group immediately following Closing (and thereafter) on substantially the same basis and at no greater cost as they were made available immediately prior to Closing.
Appears in 1 contract
Intellectual Property Rights. 10.1 The Disclosure Documents include complete, accurate and current details of:
(a) Except as disclosed in Section 3.26(a) or Section 3.26(g) of the Disclosure Schedule, the Corporation or one of the Subsidiaries owns all right, title and interest in and to the Owned IP free and clear of any Liens and Encumbrances and, to the knowledge of the Corporation, has sole and exclusive rights (and is not contractually obligated to pay any compensation to any other Person in respect thereof) to the use thereof or the material covered thereby. Except as disclosed in Section 3.26(a) of the Disclosure Schedule, no portion of the Owned IP was jointly developed or is jointly owned by any other Person. Other than with respect to the Licensed IP and the Commercial Software Licenses, no royalties or other amounts are required to be paid by the Corporation or any Subsidiary in connection with the continued use or exploitation by the Corporation or the Subsidiaries of the Business IPR which are registered (including applications for registration);IP.
(b) all Owned The Corporation or one of the Subsidiaries has valid and subsisting rights to use and exploit the Licensed IP in the manner currently used or required by the operation of the Business IPR which as currently carried on and proposed to be carried on. Each Contract with respect to the Licensed IP is valid and subsisting and in good standing and there is no material default thereunder. The Corporation or one of the Subsidiaries has the right to exploit, sell, license and sub-license the Licensed IP incorporated in or distributed with any existing products and/or products under development to the current and/or proposed distributors, purchasers and end-users thereof. Alternative sources of supply for the Licensed IP are unregistered;available on commercially reasonable terms.
(c) all Licensed Business IPR Except as disclosed in Section 3.26(c) and licencesSection 3.27 of the Disclosure Schedule, agreements and permissions relating none of the Owned IP nor any service rendered by the Corporation or any of the Subsidiaries, nor any product currently developed, manufactured, produced, marketed, or sold by the Corporation or the Subsidiaries:
(i) to the Licensed knowledge of the Corporation, infringes upon the Patent or Trade-mark rights of any other Person;
(ii) infringes upon th▇ ▇▇pyright, Domain Name, IC Topography, or Industrial Design rights of any other Person; or
(iii) to the knowledge of the Corporation, uses, is derived from or otherwise incorporates any trade secrets or confidential information of any other Person, without such Person's authorization. Except as disclosed in Section 3.26(c) of the Disclosure Schedule, to the best of the Corporation's knowledge there are no outstanding charges, complaints, claims, demands, or notices against the Corporation or any of the Subsidiaries alleging any interference, infringement, misappropriation or violation with respect to any Business IPR; andIP (including any claim that the Corporation and/or any Subsidiary must obtain a license or refrain from using any such Business IP), nor does the Corporation know of any valid grounds for any bona fide claims.
(d) all Licensed Out IPR and all licencesExcept as disclosed in Section 3.26(d) of the Disclosure Schedule, agreements and permissions relating theretoneither the Corporation nor any Subsidiary is a party to or bound by any Contract that limits or impairs its ability to use, sell, transfer, assign, commercially exploit or convey the Owned IP.
10.2 All:
(ae) Business IPR is either legally and beneficially owned solely by a Target Group Company or lawfully used with the consent Except as disclosed in Section 3.26(e) of the owner under a written licence (details Disclosure Schedule, to the knowledge of which are set out in Disclosure Documents);
(b) the Corporation the Owned Business IPR IP is not subject to any Encumbrance outstanding Lien, judgment, ruling, order, writ, decree, stipulation, injunction or determination by or with any Governmental Authority, nor is there any pending or, to the knowledge of the Corporation threatened, Legal Proceeding relating to any Owned IP or the ownership, use, enforceability or validity thereof (including any interference, reissue, re-examination or opposition proceeding or proceeding contesting the rights of the Corporation to any Owned IP which is Registered IP).
(f) To the knowledge of the Corporation, there is no unauthorized use, infringement or misappropriation of any Owned IP by any other Person and neither the Corporation nor any of the Subsidiaries has covenanted or agreed with any Person not to sue or otherwise enforce any legal rights with respect to ▇▇y of the Owned IP.
(g) Section 3.26(g) of the Disclosure Schedule lists all Contracts entered into by the Corporation or a Subsidiary (other than Contracts between the Corporation or a Subsidiary and end users of their products or services entered into in the ordinary course of business) under which any Person has been granted a license by the Corporation or a Subsidiary with respect to any Owned IP, and specifies for each such Contract whether the licenses granted are exclusive or non-exclusive in nature. Except as disclosed in Section 3.26(g) of the Disclosure Schedule, neither the Corporation nor any Subsidiary is bound by, nor has any obligation to enter into, any Contract (other than Contracts entered into in the ordinary course of business) that requires the Corporation or any licence Subsidiary to transfer or authority assign any of its rights in favour of another;the Owned IP to any other Party.
(ch) Material The Owned Business IPR are valid, subsisting and enforceable and nothing IP which is Registered IP has not been doneused or enforced, or not been donefailed to be used or enforced, in a manner that would result, as a result of which any of them has ceased the date hereof, in the non-renewal, expiration, modification, abandonment, cancellation or might cease to be validunenforceability thereof. All presently required filing, subsisting or enforceable examination and all renewal maintenance fees which are due and steps which are required for the maintenance and protection of all Material Owned Business IPR that is registered have been paid and taken;
(d) Material Owned Business IPR that is capable all proofs of registration and that a prudent businessman would working or use have registered has been registered by a Target Group Company;
(e) licences relating filed in respect to the Licensed Business IPR and Licensed Out IPR Owned IP which is Registered IP (excluding any abandoned or rejected applications set out in Section 3.25(i) of the Disclosure Schedule). The Corporation has obtained valid patent assignments from each of the inventors of the Patents that are comprised in full force and effectthe Owned IP. Except as disclosed in Section 3.26(h) of the Disclosure Schedule, valid and binding, have been validly recorded or registered (where required), have been complied with in all material respects and no notice or intention to terminate those licences has been given, and no claims have been made and no applications are pending which if pursued or granted might be material to the accuracy knowledge of the Corporation, there is no state of facts which casts doubt on the validity or enforceability of any of the above part of this warrantyOwned IP.
10.3 (i) The Target Group does Corporation and the Subsidiaries have each taken all commercially reasonable steps (including measures to protect secrecy and confidentiality) to protect such company's right, title and interest in and to all Owned IP. All agents and representatives of the Corporation and the Subsidiaries who have or have had access to confidential or proprietary information of the Corporation and the Subsidiaries have a legal obligation of confidentiality to the Corporation with respect to such information.
(j) Except as disclosed in Section 3.26(j) of the Disclosure Schedule, all of the Owned IP, other than that acquired from third parties, was developed by full-time employees or contractors of the Corporation or a Subsidiary during the time they were employed or engaged with the Corporation or one of the Subsidiaries or predecessors of the Corporation or one of the Subsidiaries as software, information technology or hardware developers or related or supporting roles (the "DEVELOPERS"). All of the Developers and other current or former employees or contractors of the Corporation and each of the Subsidiaries have duly executed and delivered Employee IP Agreements to the Corporation or a Subsidiary, as the case may be, on or before the date of commencement of their respective employment or engagement with the Corporation or a Subsidiary, as the case may be, pursuant to which they: (A) have agreed to retain in confidence any confidential or proprietary information provided or otherwise made available to them by the Corporation or any Subsidiary (including confidential or proprietary information of the third parties to whom the Corporation or any Subsidiary owes a duty of confidence); (B) have granted, assigned and transferred to the Corporation or one the Subsidiaries or predecessors of the Corporation or one of the Subsidiaries all of their right, title and interest in and to all Intellectual Property and Technology developed, conceived of, reduced to practice, authored or otherwise created by them during the course of their engagement with the Corporation or a Subsidiary; and (C) except as disclosed in Section 3.26(j) of the Disclosure Schedule, have irrevocably and unconditionally waived all moral rights and other non-assignable rights in respect of such Intellectual Property and Technology where applicable. The Corporation is not require aware of any material breach of any of the Employee IP Agreements. No current or former employee or contractor of the Corporation or any Subsidiary owns, or to the knowledge of the Corporation, has claimed an interest in, any of the Business IP. Except as disclosed in Section 3.26(j) of the Disclosure Schedule, it will not be necessary to utilize any Intellectual Property Rights or Technology of any current of former employees of or contractors to the Corporation or any Subsidiary (or any Person the Corporation or any Subsidiary currently intends to hire or engage) acquired prior to their employment or engagement by the Corporation or a Subsidiary in order to carry on its business the Business as conducted presently conducted, or as anticipated to be conducted. There are no Legal Proceedings pending, or to the knowledge of the Corporation threatened, involving the prior employment of any of the employees or contractors of the Corporation or any Subsidiary, or their use in connection with the Business of the Corporation of any information, creation or technique allegedly proprietary to any of their former employers or other Persons.
(k) Except to obtain patent or other IP protection, any disclosure of confidential or proprietary information by the Corporation, any of the Subsidiaries or any of their respective employees or agents has been pursuant to valid, binding and enforceable non-disclosure agreements, which non-disclosure agreements have not and will not result in the 12 months prior to deemed acquisitions by any party of any right, title or interest, or the date deemed grant of this deed other than those rights which it is currently able to exerciseany license, without restriction, in relation to the Intellectual Property Rights which it owns and which it is currently licensed under the licences of Licensed Business IPR detailed in the Disclosure Documents.
10.4 The Target Group is entitled to use all Licensed Business IPR under licence any of the Owned IP for all purposes necessary to carry on its business.
10.5 Other than pursuant to any commercial purposes. To the licences knowledge of Licensed Out IPRthe Corporation, no Target Group Company disclosure of the Owned IP has granted and is not obliged to grant any licencebeen made in a manner that would prevent the Corporation or a Subsidiary or their respective successors in interest, sub-licenceif any, Encumbrance or assignment from obtaining a patent in respect of any Owned IP that would, if not for such disclosure, have been capable of being the subject matter of a patent. In relation to each Patent application (in preparation or filed) or Patent for an invention comprised in the Owned IP, to the Corporation's knowledge, after due inquiry, there is no professional opinion, such as the opinion of a patent agent or patent attorney, whether preliminary in nature or in any other manner qualified, to the effect that the chances of obtaining or sustaining valid patent rights to the invention in any jurisdiction are considered to be unlikely, or less than even, or about even, or in any other manner doubtful.
(l) Except as disclosed in Section 3.26(l) of the Disclosure Schedule, no national, federal, provincial, state or other regulatory agency or body has provided any funding to the Corporation or any Subsidiary which: (i) would give such national, federal, provincial, state or other regulatory agency or body any right, title or interest in or to the Business IP; or (ii) limits or impairs the ability of the Corporation or any Subsidiary to use or to sell, transfer, assign, convey or license the Business IP outside of Canada or otherwise.
(m) Neither the Corporation nor any Subsidiary has used Publicly Available Software in whole or in part in the development of any Technology which forms part of the Owned Business IPR IP in a manner that may subject such Technology or Owned IP in whole or in part, to all or part of the Licensed Business IPR.
10.6 All confidential information license obligations of any Publicly Available Software. "PUBLICLY AVAILABLE SOFTWARE" means any software that contains, or is derived in any manner (including know-how in whole or in part) from, any software that is distributed pursuant to a licensing and trade secrets) owned or used by the Target Group has been kept confidential and has not been disclosed to third parties (other than parties who have signed written confidentiality undertakings in respect distribution model that requires, as a condition of use, modification, and/or distribution of such informationsoftware, details of which are set out in the Disclosure Letter).
10.7 No Target Group Company has in the past three (3) years received written notice that such software or otherwise become aware (and no person has otherwise threatened or otherwise asserted any claim) of any person:
(a) asserting that the use of any Business IPR byother software incorporated into, derived from, or distributed with such software be: (A) disclosed or distributed in source code form; (B) licensed for the activities ofpurpose of making derivative work; or (C) redistributable at no or minimal charge. Publicly Available Software includes, a member without limitation, software licensed or distributed under any of the Target Group infringed, misappropriated following licenses or otherwise violated the Intellectual Property Rights or other rights of distribution models similar to any third party, or
(b) challenging the ownership, use, validity, enforceability or registrability of any Owned Business IPR, or
(c) making any unauthorised use of or infringing any Business IPR, or breaching confidence, passing off or doing any actionable act of unfair competition in relation to the business or assets of any Target Group Company.
10.8 So far as each Management Warrantor is aware, none of the activities of, following: (i) GNU General Public License (GPL) or processes employed, or products, software or services dealt in, by Lesser/Library GPL (LGPL); (ii) the Target Group infringe Artistic License (e.g. PERL); (iii) the rights of any third party or breach confidence, nor make a Target Group Company liable to pay a fee or royaltyMozilla Public License; (iv) the Netscape Public License; (v) the Sun Community Source License (SCSL); (vi) the Sun Industry Source License (SISL); and (vii) the Apache Server License.
10.9 All Business IPR will be available for use by the Target Group immediately following Closing (and thereafter) on substantially the same basis and at no greater cost as they were made available immediately prior to Closing.
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